Union City City Council
May 27, 2025

City Council/RSA Agenda 352 Tuesday, May 27, 2025
May 27, 2025 Page 93 Union City/Republic
Franchise Agreement
4233 ARTICLE 11.
4234 CONTRACTOR'S COMPENSATION
4235 AND CUSTOMER RATES
4236
4237 11.1 OVERVIEW
4238 The Contractor’s Compensation for performance of all its obligations under this Agreement shall be Gross 4239 Rate Revenues. Contractor's Compensation provided for in this Article shall be the full, entire, and 4240 complete compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials 4241 and supplies, Processing and Disposal fees, fees due to City, taxes, insurance, bonds, overhead, 4242 operations, profit, and all other things necessary to perform all the services in the manner required by 4243 this Agreement.
4244
4245 If Contractor’s actual costs are more than Gross Rate Revenues, Contractor shall not be compensated for 4246 the difference in actual costs and actual Gross Rate Revenues. If Contractor’s actual costs are less than 4247 the actual Gross Rate Revenues, Contractor shall retain the difference provided that Contractor has paid 4248 City fees pursuant to Article 10.
4249
4250 Under this Agreement, Contractor shall have the right and obligation to charge and collect from 4251 Customers Rates, not to exceed City-approved Maximum Rates, for provision of services to Customers. 4252
4253 The Maximum Rates for Rate Year Twenty-One (21) were determined by the City Council concurrent with 4254 or prior to execution of this Agreement. Maximum Rates for subsequent Rate Years shall be adjusted in 4255 accordance with Section 11.2 using an index-based method. 4256
4257 Note that Maximum Rates for Rate Years One (1) through Ten (10) was determined pursuant to provision 4258 of the 2005 Franchise Agreement. Maximum Rates for Rate Years Eleven (11) and Twelve (12) were 4259 determined under the extension period of the 2005 Franchise Agreement utilizing a Rate adjustment 4260 methodology (nearly identical to the Rate adjustment methodologies presented in Exhibits 11.2.B and 4261 11.2.C), which was agreed-upon by the Parties. Maximum Rates for Rate Years Thirteen (13) through 4262 Twenty (20) were determined pursuant to provision of the 2017 Franchise Agreement. 4263
4264 11.2 RATE-SETTING PROCESS
4265
4266 A. General. Contractor shall be responsible for establishing Maximum Rates as described in this 4267 Article. If at any time during the Term of the Agreement, the Contractor determines the need for 4268 a Rate that does not appear on its Maximum Rate schedule approved by City, Contractor shall 4269 have the right to immediately notify the City and request establishment of such Rate. For 4270 example, if a Customer requires Collection of a fifteen (15) cubic-yard Compactor five (5) times 4271 per week and the current Maximum Rate schedule does not include this level of service, the 4272 Contractor must request that the City consider including in Contractor’s Maximum Rates a Rate 4273 for this level of service.
4274
4275 B. Rates Determined On or Before Execution of the Agreement. Maximum Rates for Rate Year 4276 Twenty-One (21) were established by Contractor and approved by City pursuant to City Council City Council/RSA Agenda 353 Tuesday, May 27, 2025
May 27, 2025 Page 94 Union City/Republic
Franchise Agreement
4277 resolution on or before the Effective Date of the Agreement. The basis for Rate Year Twenty-One 4278 (21) Maximum Rates is presented in Exhibit 11.1.A. 4279
4280 C. Annual Rate Cap On Maximum Rates. In any Rate Year the calculation of the CPI exceeds five 4281 percent (5.0%), the total adjustment in Contractor’s Cost of Operations for that year shall be a 4282 maximum of five percent (5.0%). If the CPI adjustment exceeds five percent (5.0%), the amount 4283 above five percent (5.0%) shall be rolled over to the subsequent Rate Year. If the CPI adjustment 4284 is negative (after accounting for any applicable rollover percentages from prior years), there will 4285 be no adjustment to Contractor’s Cost of Operations for that year. 4286
4287 D. Rate Structure. Contractor shall have the sole and exclusive right to change the relationship of 4288 individual Rates in comparison with other Rates as Contractor deems appropriate. Contractor 4289 shall provide City an opportunity to review and comment on Contractor’s proposed Rate structure 4290 modifications prior to the City’s consideration to approve Contractor’s annual Compensation 4291 Application and Maximum Rates.
4292
4293 E. Facility Cost Reconciliation
4294
4295 1. Designated Transfer Station Disposal Fee Reconciliation. Parties recognize that the timing of 4296 the adjustment to Maximum Rates herein and the adjustment of the Disposal fee(s) (by the 4297 City of Fremont) for the Designated Transfer Station are not concurrent. As a result, the 4298 Designated Transfer Station Disposal fee(s) used in the calculation of adjusted Maximum 4299 Rates relies on an estimate of the Disposal fee(s). At the end of each Rate Year, Contractor 4300 and City agree to reconcile the actual Disposal fee(s) and the estimated Disposal fee(s) and 4301 calculate the net additional Designated Transfer Station Disposal cost or net Designated 4302 Transfer Station Disposal cost savings. If Contractor incurred a net additional Designated 4303 Transfer Station Disposal cost, City shall pay the difference to Contractor or reflect the 4304 amount as an adjustment in the next annual Rate adjustment. If Contractor realized a net 4305 Designated Transfer Facility Disposal cost savings, the savings shall be reflected as an 4306 adjustment in the next annual Rate adjustment or paid to the City within thirty (30) days of 4307 determination, or if after the expiration of the Term of this Agreement or early termination 4308 of the Agreement. Note that the amount of the net cost or net savings shall be calculated 4309 based on the Tonnage of materials used to set Maximum Rates for the Rate Year and included 4310 in the index-based Rate adjustment calculations as set forth Exhibit 11.2.B. 4311
4312 2. Approved Composting Site LEA Fee Reconciliation. Parties recognize that the timing of the 4313 adjustment to Maximum Rates herein and the adjustment of the per-Ton City of San Jose 4314 Local Enforcement Agency Fee (LEA) paid by Contractor for each Ton of Organic Materials 4315 accepted at the Approved Composting Site are not concurrent. As a result, a reconciliation 4316 of the per-Ton LEA fee shall be performed in a manner similar to that described for the 4317 Designated Transfer Station Disposal fee in subsection E.1 above. 4318
4319 11.3 RATE APPLICATION PROCESS
4320
4321 A. Application Date and Content. On March 1, prior to the commencement of the Rate Year for 4322 which Maximum Rates are to be determined using the index-based Rate adjustment method, 4323 Contractor shall submit at least three copies of its application requesting Contractor’s City Council/RSA Agenda 354 Tuesday, May 27, 2025
May 27, 2025 Page 95 Union City/Republic
Franchise Agreement
4324 Compensation adjustment and Maximum Rates for the coming Rate Period, in a format approved 4325 by the City.
4326
4327 B. Index-Based Rate Adjustment Methodology. For Rate Year 22 (Fiscal Year 2026-2027), beginning 4328 on July 1, 2026, and for subsequent Rate Years thereafter, the rates shall be adjusted based on 4329 one hundred percent (100.0%) of the average change in the CPI for the twelve (12) month period 4330 from January to December. Therefore, the first rate adjustment, effective July 1, 2026, will be 4331 based on the percentage change in CPI for the average CPI value from January 1, 2025, through 4332 December 31, 2025, compared to the average CPI value from January 1, 2024, through December 4333 31, 2024, rounded to the nearest one-hundredth of a percent (1/100%). 4334
4335 C. Maximum Rate Adjustment Application. On or before March 1 of each year of the Term, 4336 Contractor shall deliver to City an application for its proposed adjustment to Contractor’s 4337 Compensation and Maximum Rates for the subsequent fiscal year (the “Compensation 4338 Application”). The Compensation Application shall be in a format mutually agreed on between 4339 the City and Contractor and must contain or be accompanied by Contractor’s adjustment 4340 calculations for the specific services performed under this Agreement during the preceding Rate 4341 Year in Microsoft Excel or another electronic format acceptable to the City. Contractor shall be 4342 solely responsible for the cost of preparing and submitting its annual Compensation Application. 4343
4344 D. No Report. If Contractor fails to provide any Compensation Application, the Contractor’s 4345 Compensation shall remain unchanged for the next calendar year. 4346
4347 E. City Approval. If Contractor provides a timely and complete Compensation Application and 4348 Maximum Rates to City, the City shall in good faith review said Compensation Application and 4349 Maximum Rates timely and consider approving said Compensation Application and Maximum 4350 Rates, subject to the terms and provisions of this Agreement, on or before the following June 1. 4351 The City Manager shall notify Contractor on or before June 1 whether the City has approved the 4352 requested adjustments to Contractor’s Compensation and proposed Maximum Rates for the next 4353 Rate Year. Approval of the City Council shall be required for any requested rate adjustment of 4354 more than five percent (5%), which shall only be permitted pursuant to Section 11.4 4355 (Extraordinary Adjustments) below.. The City Manager may approve all other requests or refer 4356 them to the City Council at his or her discretion. 4357
4358 F. Contractor Payment for Additional CPI review. If the City determines that Contractor has made 4359 substantial errors that require a significant amount of effort to resolve and has not properly 4360 submitted or correctly calculated the CPI adjustment, the Contractor shall be responsible for 4361 paying Fifteen Thousand ($15,000) to the City to conduct a second review and analysis. These 4362 payment amounts shall increase annually by the CPI Adjustment Calculation described in this 4363 Section.
4364 11.4 EXTRAORDINARY ADJUSTMENTS
4365
4366 Contractor and City acknowledge that there may be infrequent extraordinary events, including Change in 4367 Law, which, although they do not prevent either Party from performing, and thus do not implicate the 4368 force majeure provisions hereof, nevertheless increase the cost of providing services above the 4369 Contractor’s Compensation Adjustment articulated in Section 11.3. The obligation of the Parties in such 4370 event is to act reasonably toward each other in arriving at an appropriate adjustment in rates. Accordingly, City Council/RSA Agenda 355 Tuesday, May 27, 2025
May 27, 2025 Page 96 Union City/Republic
Franchise Agreement
4371 at its option, Contractor may apply to the City or City may apply to Contractor not more frequently than 4372 twice by either party during the Term, for an extraordinary rate adjustment should an event or 4373 circumstance arise which negatively impacts the economic operation of Contractor or impacts the City 4374 and which is in excess of the rate adjustment resulting from the application of Section 11.3. An 4375 extraordinary adjustment Contractor’s Compensation and Maximum Rates will be deemed justified if it is 4376 necessary for the Contractor to make a substantial change in its operations, or substantial capital 4377 expenditure or investment to perform its obligations under this Agreement due to the occurrence of an 4378 event or circumstance which is beyond the reasonable control of Contractor. Extraordinary rate 4379 adjustments shall only be effective after approval by the City Council. 4380
4381 The Contractor is entitled to apply to the City for consideration of an Extraordinary Compensation 4382 Adjustment or City may initiate such a review, should such occurrence have a material effect of one 4383 percent (1%) or more annually on the Contractor’s Compensation for the then-current Rate Year. 4384
4385 A. Review of Costs. If the Contractor or the City requests a Extraordinary Adjustment, the City shall 4386 have the right to review any or all financial and operating records of Contractor and related-party 4387 entities.
4388
4389 B. Submittal of Request. If the Contractor is requesting an Extraordinary Adjustment, the 4390 Contractor must submit its request for a special review of Maximum Rates, and cost and 4391 operational data, in a form and manner specified by the City, at least six months before the 4392 proposed effective date of any Rate adjustment. The City may waive the six-month submittal 4393 requirement if the reason for the special Rate review is a Change in Law that will become effective 4394 in less than a six-month period.
4395
4396 If City is requesting an Extraordinary Adjustment, the City shall notify the Contractor at least seven 4397 months before the proposed effective date of any adjustment to Maximum Rates. Upon such 4398 notification, Contractor shall, within thirty (30) calendar days, submit reasonable cost and 4399 operational data as requested by the City, in a form and manner specified by the City. 4400
4401 A request for a Extraordinary Adjustmentshall include a proposal on whether the Rate adjustment 4402 resulting from the special Rate review shall be an adjustment in addition to or in lieu of the annual 4403 Maximum Rate adjustment to be performed in accordance with Section 11.2.C above. 4404
4405 C. Burden of Justification. In the event of such an application for an extraordinary compensation 4406 and rate increase, it is understood that the Contractor shall have the burden of demonstrating to 4407 the reasonable satisfaction of the City the basis for the extraordinary increase cost. Contractor 4408 shall bear the burden of justifying its request and shall be solely responsible for the cost of 4409 preparing and submitting sufficient documentation in support of its request. City in its reasonable 4410 discretion may request Contractor to provide any additional information it deems reasonably 4411 necessary to fully evaluate the request, and Contractor shall be solely responsible for the cost of 4412 providing such additional information. In connection with such a request, Contractor shall allow 4413 City to review a report of its annual revenues and expenses for the services provided in the City. 4414 City shall have the right to review this information in connection with the City’s review of 4415 Contractor’s extraordinary rate adjustment request. With respect to any financial statements or 4416 any other information Contractor specifically designates as non-public information (“Confidential 4417 Information”), City agrees that, except as otherwise set forth in this Section: (a) it will hold in 4418 confidence all Confidential Information; (b) it will restrict the disclosure of Confidential City Council/RSA Agenda 356 Tuesday, May 27, 2025
May 27, 2025 Page 97 Union City/Republic
Franchise Agreement
4419 Information within its own organization and to its agents or representatives who need to know 4420 the Confidential Information for the purposes of the request; (c) it will not disclose Confidential 4421 Information to any third party without the prior written consent of the Contractor; (d) it will not 4422 copy or reproduce any written or electronically stored Confidential Information without the prior 4423 written approval of the Contractor; and (e) it will not use Confidential Information except as 4424 required for consideration of the request; and (f) It will return the Confidential Information to 4425 Contractor and not retain any physical or electronic copies of such Confidential Information. City 4426 may consider increases or decreases in Contractor’s total revenues and total cost of services when 4427 reviewing an extraordinary rate adjustment request. 4428
4429 D. Grant of Request City shall review the Contractor’s request and, if supported by the Contractor’s 4430 application, shall act in good faith and reasonably adjust Contractor’s Compensation. Approval of 4431 the City Council shall be required for any Extraordinary Adjustments. The City shall notify 4432 Contractor of its decision within ninety (90) calendar days regarding whether it accepts 4433 Contractor’s request. Except as provided herein, any such change approved by the City shall not 4434 be implemented until July 1 of the next Rate Year unless a different timeframe is approved by the 4435 City Council.
4436
4437 E. Compensation. The Party requesting the Extraordinary Adjustmentshall bear all reasonable costs 4438 of both Parties for participating in such review up to a maximum of twenty-five thousand dollars 4439 ($25,000) per Party and such costs shall not be reimbursed through Rates charged customers. If 4440 an Extraordinary Adjustment occurs in response to a City-directed change in scope (pursuant to 4441 Section 4.5) or City-initiated changes to the amount of the Franchise Fee or other fees (pursuant 4442 to Article 10), the City shall be considered the Party requesting the special Rate review. 4443
4444 11.5 RATES FOR CHANGES IN SCOPE
4445 In the event either the City or Contractor requests a change in scope in accordance with Section 4.5 of 4446 this Agreement, the Contractor shall furnish the City with projected operational and cost data for the 4447 change in scope to support any adjustment to Maximum Rates. For the purposes of analyzing cost impacts 4448 of changes in scope, the Contractor’s profit shall be calculated using an operating ratio of 86.12% of actual 4449 reasonable and necessary costs net of Disposal expenses and fees specified in Article 10 with the 4450 exception of profit on services subcontracted to Recyclable Materials Cart Contractor (excluding 4451 Processing costs), which shall be calculated using an operating ratio of 93.0%. The City reserves the right 4452 to require that the Contractor supply any additional cost data or other information it may reasonably need 4453 to ascertain the appropriate adjustment to Maximum Rates, if any, for the change in scope. The City shall 4454 review this operational and cost data, and the City Council shall establish Maximum Rates for the change 4455 in scope, if warranted.
4456
4457 The granting of any change in scope shall be contingent upon City’s written approval and establishment 4458 of new Maximum Rates. The City shall adjust Maximum Rates, in good faith, coincident with any 4459 adjustment made pursuant to this Section so that the change in scope and the corresponding Maximum 4460 Rates become effective on the same date.
4461
City Council/RSA Agenda 357 Tuesday, May 27, 2025
May 27, 2025 Page 98 Union City/Republic
Franchise Agreement
4462 11.6 NOTICE OF RATE ADJUSTMENTS
4463 The Contractor shall provide all Customers with advance written notice of approved Rate changes, in the 4464 form of a bill insert at least thirty (30) calendar days before the effective date of such changes unless the 4465 City provides written approval to waive this requirement. 4466 ARTICLE 12.
4467 INDEMNITY, INSURANCE, AND
4468 PERFORMANCE BOND
4469
4470 12.1 INDEMNIFICATION
4471 Contractor shall indemnify, defend with counsel acceptable to the City, and hold harmless (to the full 4472 extent permitted by law) the City and its City Council, officers, officials, employees, volunteers, and agents 4473 from and against any and all claims, liability, loss, injuries, damage, expense, and costs (including without 4474 limitation costs and fees of litigation) (collectively, “Damages”) of every nature arising out of or in 4475 connection with Contractor’s performance under this Agreement, or its failure to comply with any of its 4476 obligations contained in this Agreement, except such loss or damage which was caused by the sole 4477 negligence or willful misconduct of the City.
4478
4479 Contractor’s duty to defend and indemnify herein shall include Damages arising from or attributable to (i) 4480 any operations, repairs, clean-up or detoxification, or other plan (regardless of whether undertaken due 4481 to governmental action) concerning any Hazardous Substance or Hazardous Waste Collected in the City, 4482 and (ii) any activities or operations related to the Approved Recyclable Materials Processing Site and 4483 Approved Composting Site (if owned or operated by Contractor or its Affiliate). Notwithstanding the 4484 foregoing, Contractor shall not be required to indemnify the City for the costs for any claims arising from 4485 the handling of Solid Waste at the Designated Transfer Station and/or Disposal of Solid Waste at a Disposal 4486 Site, including, but not limited to, claims arising under the Comprehensive Environmental Response, 4487 Compensation and Liability Act (CERCLA) unless such claim is a direct or indirect result of Contractor’s 4488 actions or negligence. The foregoing is intended to operate to defend and indemnify and hold harmless 4489 indemnitees to the full extent permitted for liability pursuant to '107(e) of CERCLA, 42 U.S.C. '9607(e) and 4490 California Health and Safety Code '25364.
4491
4492 In addition, Contractor’s duty to defend and indemnify herein includes all fines and/or penalties imposed 4493 by the California Department of Resources Recycling and Recovery (CalRecycle), subject to the restrictions 4494 set forth in Public Resources Code Section 40059.1, if the requirements of AB 939, AB 32, AB 341, AB 1826, 4495 AB 1594, SB 1383, and the Alameda County Mandatory Commercial Recycling Ordinance are not met by 4496 the Contractor with respect to the materials Collected under this Agreement, and such failure is (i) due to 4497 the failure of Contractor to meet its obligations under this Agreement, or (ii) due to Contractor delays in 4498 providing information that prevents Contractor or City from submitting reports required by AB 939, AB 4499 32, AB 341, AB 1826, AB 1594, SB 1383, and the Alameda County Mandatory Commercial Recycling 4500 Ordinance in a timely manner.
4501
4502 Providing City complies with all Applicable Laws concerning the setting of Maximum Rates established by 4503 Contractor under this Agreement, as such laws are interpreted, on the Effective Date, to apply to City, City Council/RSA Agenda 358 Tuesday, May 27, 2025
May 27, 2025 Page 99 Union City/Republic
Franchise Agreement
4504 Contractor shall defend the City with counsel reasonably acceptable to the City, indemnify and hold the 4505 City harmless from any and all litigation and claims, damages and liabilities arising from the City’s setting 4506 of Maximum Rates established by Contractor for service under this Agreement or in connection with the 4507 application of California Constitution, Article XIIIC and Article XIIID to the imposition, payment or 4508 collection of Rates directly related to services provided by Contractor under this Agreement. 4509 Notwithstanding the above, this indemnity shall not extend to any addition to or increase in Rates 4510 established by Contractor that are not associated with the charges by the Contractor for providing service 4511 under this Agreement, including but not limited to, Franchise Fees and governmental fees and charges. 4512
4513 The City shall not be in default of this Agreement, if it is determined by a court of competent jurisdiction 4514 that it lacks the authority to set Maximum Rates established by Contractor and/or increase Maximum 4515 Rates established by Contractor for charges related to providing service, pursuant to this Agreement. 4516 Should a court of competent jurisdiction determine that the City lacks authority to set and/or increase 4517 Maximum Rates established by Contractor for charges related to Franchise Fees and governmental fees 4518 and charges then Contractor shall reduce the Rates it charges customers a corresponding amount, 4519 providing said fees, Rates and/or charges disallowed by the court are not related to the cost of providing 4520 service hereunder and had been incorporated in the Rates charged by Contractor to its customers. 4521
4522 Nothing herein is intended to imply that California Constitution, Articles XIIIC or XIIID, apply to the setting 4523 of Maximum Rates established by Contractor for the services provided under this Agreement; rather this 4524 Section is provided merely to allocate risk of loss as between the Parties. 4525
4526 Contractor’s duty to defend and indemnify herein shall include its obligation related to excess Residue 4527 Level and Contamination Level pursuant to Section 6.4.C. 4528
4529 In addition, Contractor’s duty to defend and indemnify herein shall include Damages arising from or 4530 related to the City’s request to remove or reassign any employee pursuant to Section 8.5. 4531
4532 This provision shall survive the expiration or earlier termination of this Agreement and shall not be 4533 construed as a waiver of rights by City to contribution or indemnity from third parties. 4534
4535 Contractor’s Guaranty Agreement shall extend to the indemnification obligation hereunder. 4536
4537 12.1.2 PROPOSITION 218 RELEASE
4538
4539 City intends to comply with all Applicable Law concerning the Contractor’s Compensation provided under 4540 this Agreement. Upon thorough analysis, the parties have made a good faith determination that the 4541 Contractor’s Compensation for the Solid Waste Collection provided under this Agreement are not subject 4542 to California Constitution Articles XIIIC and XIIID because, among other reasons, such services are provided 4543 by a private corporation and not by City, Contractor independently establishes the Maximum Rates for 4544 services within the limits established in this Agreement, the receipt of services is voluntary and not 4545 required of any property within City, and any owner or Customer of property within City has the 4546 opportunity to avoid the services available under this Agreement either through Self-Hauling or use of 4547 property in such a manner that Solid Waste is not generated. Accordingly, in the event that a third party 4548 challenges the Contractor’s Compensations and Maximum Rates established by Contractor as being in 4549 violation of Article XIIIC or XIIID of the California Constitution, or otherwise asserts that the Contractor’s 4550 Compensations are an invalid tax, assessment, or fee, Contractor agrees to waive, release, hold harmless, City Council/RSA Agenda 359 Tuesday, May 27, 2025
May 27, 2025 Page 100 Union City/Republic
Franchise Agreement
4551 and defend the City Indemnitees from and against any and all claims Contractor may have against the City 4552 Indemnitees resulting therefrom,
4553
4554 This Section will survive the expiration or termination of this Agreement for claims arising prior to the 4555 expiration or termination of this Agreement.
4556
4557 12.2 INSURANCE
4558
4559 12.2.1 Minimum Scope of Insurance
4560 Coverage shall be at least as broad as:
4561
4562 A. Commercial General Liability (CGL): Insurance Services Office Commercial General Liability 4563 coverage ("occurrence" form CG 0001); or Insurance Services Office form number GL 0002 4564 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 4565 covering Broad Form Comprehensive General Liability. 4566
4567 B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 “any auto”, 4568 and endorsement CA 0025.
4569
4570 C. Workers' Compensation insurance as required by the Labor Code of the State of California and 4571 Employers Liability insurance.
4572
4573 D. Environmental Impairment Liability Insurance.
4574
4575 12.2.2 Minimum Limits of Insurance
4576 Contractor shall maintain limits no less than:
4577
4578 A. Commercial General Liability: $10,000,000 combined single limit per occurrence for bodily injury, 4579 personal injury, and property damage. This policy shall be considered primary insurance as 4580 respects any other valid and collectible insurance maintained by the City of Union City, including 4581 any self-insured retention or program of self-insurance, and any other such insurance shall be 4582 considered excess insurance only.
4583
4584 B. Automobile Liability: $10,000,000 combined single limit per accident for bodily injury and 4585 property damage.
4586
4587 C. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the 4588 Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4589
4590 D. Environmental Impairment Liability: $10,000,000 each incident for liability arising from the 4591 release of waste materials and/or irritants, contaminants or pollutants. Environmental 4592 Impairment Liability shall include coverage for all operations of Contractor and include all owned 4593 landfills or waste Disposal sites and transfer stations. Such coverage shall, if commercially 4594 available without involvement of the City, automatically broaden in its form of coverage to include 4595 legislated changes in the definition of waste material and/or irritants, contaminants or pollutants. 4596 The Environmental Liability policy shall contain the same endorsements as required for 4597 Commercial General Liability.

City Council/RSA Agenda 360 Tuesday, May 27, 2025
May 27, 2025 Page 101 Union City/Republic
Franchise Agreement
4598
4599 12.2.3 Deductibles and Self-Insured Retentions
4600 Deductible insurance programs are acceptable as long as the carrier maintains an AM Best rating of A VII 4601 or better.
4602
4603 12.2.4 Other Insurance Provisions
4604 The policies are to contain, or be endorsed to contain, the following provisions:
4605
4606 A. General Liability and Automobile Liability Coverage 4607
4608 1. The City, its City Council, officers, agents, officials, and employees are to be covered as 4609 additional insureds as respects: liability arising out of activities performed by or on behalf of 4610 the Contractor; products and completed operations of the Contractor; premises owned, 4611 leased or used by the Contractor; or automobiles owned, leased, hired or borrowed by the 4612 Contractor. The automobile liability is endorsed to contain MCS-90 coverage. 4613 2. The Contractor's insurance coverage shall be primary insurance as respects the City, its 4614 officials, and employees. Any insurance or self-insurance maintained by the City, its City 4615 Council, officers, agents, officials, or employees shall be excess of the Contractor's insurance 4616 and shall not contribute with it.
4617 3. Any failure to comply with reporting provisions of the policies shall not affect coverage 4618 provided to the City, its City Council, officers, agents, officials, or employees. 4619 4. Coverage shall state that the Contractor's insurance shall apply separately to each insured 4620 against whom claim is made or suit is brought, except with respect to the limits of the 4621 insurer's liability.
4622
4623 B. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all 4624 rights of subrogation against the City, its City Council, officers, agents, officials, and employees for 4625 losses arising from work performed by the Contractor for the City. 4626
4627 C. All Coverages (Other than Workers’ Compensation). Each insurance policy required by this 4628 clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) 4629 calendar days’ prior written notice has been given to the City. 4630
4631 12.2.5 Acceptability of Insurers
4632 The insurance policies required by this Section shall be issued by an insurance company or companies 4633 approved to do business in the State of California and with a rating in the most recent edition of Best's 4634 Insurance Reports of size category VII or larger and a rating classification of A or better. 4635
4636 12.2.6 Verification of Coverage
4637 Contractor shall furnish Contractor’s insurance agent a copy of these specifications, and direct the agent 4638 to provide the City with certificates of insurance and with original endorsements affecting coverage 4639 required by this clause. Issuance of documentation indicates the Contractor’s insurance complies with 4640 these provisions. The certificates and endorsements for each insurance policy are to be signed by a Person 4641 authorized by that insurer to evidence coverage on its behalf. The certificates and endorsements are to 4642 be received and approved by the City before work commences. 4643
4644 12.2.7 Required Endorsements
4645
City Council/RSA Agenda 361 Tuesday, May 27, 2025
May 27, 2025 Page 102 Union City/Republic
Franchise Agreement
4646 A. The City, its Councilmembers, directors, officers, employees, agents and volunteers are to be 4647 covered as additional insureds with respect to liability arising out of automobiles owned, leased, 4648 hired or borrowed by or on behalf of Contractor; products and completed operations of 4649 Contractor; liability arising out of work or operations performed by or on behalf of Contractor, 4650 including material parts or equipment furnished in connection with such work or operations; and 4651 with respect to Environmental Impairment Liability. The City requires form CG2026 0413 for each 4652 additional insured endorsement.
4653
4654 B. The Commercial General Liability and Automobile Liability policies shall contain a Notice to Others 4655 endorsement (blanket-form) that will afford the City a thirty (30) day written notice in the event 4656 of cancellation or material change in coverage. Such notice shall be sent to:
4657
4658 1. "Thirty calendar days’ prior written notice shall be given to the City of Union City in the event 4659 of cancellation or change in coverage of this policy. Such notice shall be sent to:
4660
4661 City Clerk
4662 City of Union City
4663 34009 Alvarado-Niles Road
4664 Union City, CA 94587-4497”
4665
4666 2. "Inclusion of the City of Union City as an additional insured shall not affect the City's rights 4667 as respects any claim, demand, suit or judgment brought or recovered against the 4668 Contractor. This policy shall protect Contractor and the City in the same manner as though 4669 a separate policy had been issued to each, but this shall not operate to increase the 4670 Contractor's liability as set forth in the policy beyond the amount shown or to which the 4671 Contractor would have been liable if only one party had been named as an insured." 4672
4673 12.2.8 Delivery of Proof of Coverage
4674 Simultaneously with the execution of this Agreement, Contractor shall furnish the City certificates of each 4675 policy of insurance required hereunder, on an ACORD form of certificate. Such certificates shall show the 4676 type and amount of coverage, effective dates and dates of expiration of policies and shall have all required 4677 endorsements. If the City requests, copies of applicable endorsements shall also be promptly delivered 4678 to City. Renewal coverages shall be furnished periodically to City to demonstrate maintenance of the 4679 required coverages through the Term.
4680
4681 12.2.9 Other Insurance Requirements
4682
4683 A. Subcontractors. If any services are delegated to a Subcontractor, the Contractor shall require 4684 such Subcontractor to provide statutory workers' compensation insurance and employer's liability 4685 insurance for all of the Subcontractor's employees engaged in the work in accordance with Section 4686 12.2.2.C and Section 12.2.4.B. The liability insurance required by Section 12.2.2 shall cover all 4687 Subcontractors or the Subcontractor must furnish evidence of insurance provided by it meeting 4688 all of the requirements of this Section 12.2. The Subcontractor’s policies shall contain, or be 4689 endorsed to contain, the provisions identified in Section 12.2.4. 4690
4691 B. Compliance with Insurers Requirements. The Contractor shall comply with all requirements of 4692 the insurers issuing policies. The carrying of insurance shall not relieve Contractor from any 4693 obligation under this Agreement. If any claim exceeding the amount of any deductibles or selfCity Council/RSA Agenda 362 Tuesday, May 27, 2025 May 27, 2025 Page 103 Union City/Republic
Franchise Agreement
4694 insured reserves and insurance policy limit is made by any third person against the Contractor or 4695 any Subcontractor on account of any occurrence related to this Agreement, the Contractor shall 4696 promptly report the facts in writing to the City.
4697
4698 C. Contractor Failure to Provide Insurance. If Contractor fails to procure and maintain any insurance 4699 required by this Agreement, the City may take out and maintain, at the Contractor's expense, such 4700 insurance as is required herein, and deduct the cost thereof from any monies due the Contractor. 4701
4702 D. “Occurrence-Basis” Coverage. The Commercial General and Automobile Liability insurance 4703 required by Sections 12.2.2 and 12.2.4.A shall be written on an "occurrence," rather than a "claims 4704 made" basis, if such coverage is obtainable. If it is not obtainable, Contractor must arrange for a 4705 36-month "tail coverage" to protect the City from claims filed after the expiration or termination 4706 of this Agreement relating to incidents which occurred prior to such expiration or termination. 4707
4708 12.3 PERFORMANCE ASSURANCE
4709 On or before the Commencement Date of this Agreement, Contractor shall file with the City a bond, 4710 payable to the City, securing the Contractor’s faithful performance of its obligations under this Agreement 4711 and such bond shall be renewed annually if necessary so that the performance bond is maintained at all 4712 times during the Term. The principal sum of the bond shall initially be equal to three (3) months of 4713 Contractor’s Compensation in Rate Year Twenty-One (21) as calculated in the Contractor’s Compensation 4714 Application approved by the City and shall be adjusted every three (3) years thereafter, to equal three (3) 4715 months of the annual Contractor’s Compensation based on the Contractor’s Compensation Application 4716 approved by the City. The bond shall be executed by a corporation authorized to issue surety bonds in 4717 the State of California, that has a rating of A-XII or better in the most recent edition of Best’s Key Rating 4718 Guide, and that has a record of service satisfactory to the City. The performance bond is included in 4719 Exhibit 12.3.
4720
4721 12.4 GUARANTY AGREEMENT
4722 In addition to the performance bond required in Section 12.3, Contractor shall be required to provide a 4723 Guaranty in which the Guarantor has agreed to guaranty Contractor's performance of this Agreement 4724 including Contractor’s indemnification obligations hereunder pursuant to a Guaranty Agreement in 4725 substantially the form attached as Exhibit 12.4. The Guaranty Agreement is being provided concurrently 4726 with Contractor's execution of this Agreement.
4727 ARTICLE 13.
4728 DEFAULT AND REMEDIES
4729 13.1 EVENTS OF DEFAULT
4730 Each of the following shall constitute an event of default ("Event of Default") hereunder:
4731
4732 A. Contractor fails to perform its obligations under this Agreement, or future amendment to this 4733 Agreement, and: (i) if the failure or refusal has created an imminent threat to public health and is 4734 not cured within two (2) Business Days after receiving notice from the City specifying the breach; 4735 or (ii) in the case of any other breach of the Agreement, the breach continues for more than thirty City Council/RSA Agenda 363 Tuesday, May 27, 2025
May 27, 2025 Page 104 Union City/Republic
Franchise Agreement
4736 (30) calendar days after written notice from the City for the correction thereof. Where such 4737 breach cannot be cured within such 30-day calendar period, Contractor shall not be in default of 4738 this Agreement if Contractor shall have commenced such action required to cure the particular 4739 breach within ten (10) calendar days after such notice, and it continues such performance 4740 diligently until completed.
4741
4742 B. Any representation, warranty, or disclosure made to City by Contractor in connection with or as 4743 an inducement to entering into this Agreement or any future amendment to this Agreement, 4744 which proves to be false or misleading in any material respect as of the time such representation 4745 or disclosure is made, whether or not any such representation, warranty, or disclosure appears as 4746 part of this Agreement;
4747
4748 C. There is a seizure or attachment (other than a pre-judgment attachment) of, or levy affecting 4749 possession of, the operating equipment of Contractor, including without limit its vehicles, 4750 maintenance or office facilities, or any part thereof of such proportion as to substantially impair 4751 Contractor's ability to perform under this Agreement and which cannot be released, bonded, or 4752 otherwise lifted within 48 hours excluding weekends and Holidays; 4753
4754 D. Contractor files a voluntary petition for debt relief under any applicable bankruptcy, insolvency, 4755 debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment 4756 of or taking of possession by a receiver, liquidator, assignee (other than as a part of a transfer of 4757 equipment no longer useful to Contractor or necessary for this Agreement), trustee (other than 4758 as security for an obligation under a deed of trust), custodian, sequestrator (or similar official) of 4759 the Contractor for any part of Contractor's operating assets or any substantial part of Contractor's 4760 property, or shall make any general assignment for the benefit of Contractor's creditors, or shall 4761 fail generally to pay Contractor's debts as they become due or shall take any action in furtherance 4762 of any of the foregoing;
4763
4764 E. A court having jurisdiction shall enter a decree or order for relief in respect of the Contractor, in 4765 any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now 4766 or hereafter in effect, or Contractor shall consent to or shall fail to oppose any such proceeding, 4767 or any such court shall enter a decree or order appointing a receiver, liquidator, assignee, 4768 custodian, trustee, sequestrator (or similar official) of the Contractor or for any part of the 4769 Contractor's operating equipment or assets, or orders the winding up or liquidation of the affairs 4770 of Contractor;
4771
4772 F. Contractor fails to provide reasonable assurances of performance as required under Section 13.7. 4773
4774 13.2 RIGHT TO TERMINATE UPON DEFAULT
4775 Upon a default by Contractor, the City may terminate this Agreement within ten (10) calendar days of the 4776 default but no later than one hundred eighty (180) calendar days after the default. Such termination shall 4777 be effective ten (10) calendar days after the City’s written notice to Contractor informing Contractor that 4778 City exercises its right to terminate the Agreement, and such termination shall be effective without the 4779 need for any hearing, suit, or legal action.
4780
City Council/RSA Agenda 364 Tuesday, May 27, 2025
May 27, 2025 Page 105 Union City/Republic
Franchise Agreement
4781 13.3 POSSESSION OF PROPERTY UPON TERMINATION
4782 In the event of termination for default, the City shall have the right to take possession of any and all of 4783 Contractor's land, equipment, and other property used or useful in the Collection, Transportation, 4784 Processing, and Disposal of Solid Waste, Recyclable Materials, or Organic Materials, and the Billing and 4785 collection of fees for these services and to use such property. The City shall have the right to retain the 4786 possession of such property until other suitable arrangements can be made for the provision of Solid 4787 Waste, Recyclable Materials, or Organic Materials Collection services, which may include the award of an 4788 Agreement to another materials collection and hauling company. If the City retains possession thereof 4789 after the period of time for which Contractor has already been paid by means of bills issued in advance of 4790 providing service for the class of service involved, the Contractor shall be entitled to the reasonable rental 4791 value of such property (which shall be offset against any damages due the City for the Contractor's 4792 default).
4793
4794 Contractor shall furnish the City with immediate access to all of its business records related to its 4795 Customers and Billing of accounts for Collection services. 4796
4797 13.4 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 4798 The City's right to terminate the Agreement under Section 13.2 and to take possession of the Contractor's 4799 properties under Section 13.3 are not exclusive, and the City's termination of the Agreement and/or the 4800 imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 4801 be in addition to any and all other legal and equitable rights and remedies which the City may have. 4802
4803 By virtue of the nature of this Agreement, the urgency of timely, continuous and high quality service, the 4804 lead time required to effect alternative service, and the rights granted by City to the Contractor, the 4805 remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive 4806 relief.
4807
4808 13.5 LIQUIDATED DAMAGES
4809
4810 A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, 4811 if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City 4812 as a result of a breach by Contractor of its obligations under this Agreement. The factors relating 4813 to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) 4814 substantial damage results to members of the public who are denied services or denied quality or 4815 reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of 4816 the benefits of the Agreement to individual members of the general public for whose benefit this 4817 Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of 4818 measurement in precise monetary terms; (iii) that exclusive services might be available at 4819 substantially lower costs than alternative services and the monetary loss resulting from denial of 4820 services or denial of quality or reliable services is impossible to calculate in precise monetary 4821 terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at 4822 best, a means of future correction and not remedies which make the public whole for past 4823 breaches.
4824
4825 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 4826 further acknowledge that consistent, reliable Collection services are of utmost importance to City City Council/RSA Agenda 365 Tuesday, May 27, 2025
May 27, 2025 Page 106 Union City/Republic
Franchise Agreement
4827 and that City has considered and relied on Contractor's representations as to its quality of service 4828 commitment in awarding the Agreement to it. The Parties recognize that some quantified 4829 standards of performance are necessary and appropriate to ensure consistent and reliable service 4830 and performance. The Parties further recognize that if Contractor fails to achieve the 4831 performance standards, or fails to submit required documents in a timely manner, City and its 4832 residents and businesses shall suffer damages, and that it is, and shall be, impractical and 4833 extremely difficult to ascertain and determine the exact amount of damages which City shall 4834 suffer. Therefore, without prejudice to City’s right to treat such non-performance as an event of 4835 default under this Article, the Parties agree that the Liquidated Damages amounts established in 4836 Exhibit 13.5 of this Agreement represent a reasonable estimate of the amount of such damages 4837 considering all of the circumstances existing on the Effective Date of this Agreement, including 4838 the relationship of the sums to the range of harm to City that reasonably could be anticipated and 4839 the anticipation that proof of actual damages would be costly or impractical. 4840
4841 Contractor shall pay (as Liquidated Damages and not as a penalty) the amounts set forth in the 4842 Schedule of Liquidated Damages, Exhibit 13.5, where the conditions for the assessment of such 4843 Liquidated Damages have occurred.
4844
4845 City may determine the occurrence of events giving rise to Liquidated Damages through the 4846 observation of its own employees or representative or investigation of Complaints by Customers, 4847 Occupants, and Generators.
4848
4849 Liquidated Damages shall only be assessed after Contractor has been given written notice by City 4850 of the alleged breach of this Agreement giving rise to Liquidated Damages and has been given a 4851 reasonable opportunity but failed to rectify the damages as described in this Agreement. Before 4852 assessing Liquidated Damages, City shall give Contractor written notice of its intention to do so. 4853 The notice shall include a brief description of the incident(s) and non-performance. The City may 4854 review (and make copies at its own expense) all information in the possession of Contractor 4855 relating to incident(s) and/or non-performance. City may, within ten (10) calendar days after 4856 issuing the notice, request a meeting with Contractor. City may present evidence of non4857 performance in writing and through testimony of its employees and others relevant to the 4858 incident(s) and non-performance. City shall provide Contractor with a written explanation of his 4859 or her determination on each incident(s) and non-performance prior to authorizing the 4860 assessment of Liquidated Damages under this Section 13.5. The decision of City shall be final and 4861 Contractor shall not be subject to, or required to exhaust, any further administrative remedies. 4862
4863 C. Amount. City may assess Liquidated Damages for each calendar day or event, as appropriate, 4864 that Contractor is determined to be liable in accordance with this Agreement in the amounts 4865 specified in Exhibit 13.5 subject to annual adjustment described below which shall commence for 4866 the amounts listed in Exhibit 13.5 in Rate Year 21. 4867
4868 The amount of Liquidated Damages specified in Exhibit 13.5 shall be adjusted annually on the first 4869 day of the Rate Year. The adjustment shall be rounded to the nearest cent. Liquidated Damage 4870 amounts shall be adjusted to reflect changes in the CPI , using the method following:
4871
4872
City Council/RSA Agenda 366 Tuesday, May 27, 2025
May 27, 2025 Page 107 Union City/Republic
Franchise Agreement
Adjusted Liquidated Damage
Amount =
Then-current Liquidated Damage Amount x
[1 + 0.75 x (most current CPI/previous 12-month CPI
- 1)]
4873
4874 For example:
4875
4876 Current Liquidated Damage Amount = $150.00
4877
4878 Most-recently published index (April 2006) = 193.5 4879
4880 Index published twelve months prior to most-recently published index (April 2005) = 191.0 4881
4882 Adjusted Liquidated Damage Amount = $150.00 x [1 + 0.75 x (193.5/191.0 - 1)] = $151.47 4883
4884 If the CPI is discontinued or revised during the Term by the United States Department of Labor, 4885 such other government index or computation with which it is replaced shall be used in order to 4886 obtain substantially the same result as would be obtained if the CPI had not been discontinued or 4887 revised.
4888
4889 D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by City within ten (10) 4890 calendar days of the date the Liquidated Damages are assessed. If they are not paid within the 4891 ten (10) calendar day period, City may proceed against the performance bond required by Section 4892 12.3 of the Agreement, request replacement of Contractor’s general manager, order the 4893 termination of the rights or “franchise” granted by this Agreement, or all of the above. 4894
4895 13.6 EXCUSE FROM PERFORMANCE
4896 The Parties shall be excused from performing their respective obligations hereunder if they are prevented 4897 from so performing by reason of floods, earthquakes, other acts of nature, war, civil insurrection, riots, 4898 acts of any government (including judicial action), and other similar catastrophic events which are beyond 4899 the control of and not the fault of the Party claiming excuse from performance hereunder. Labor unrest, 4900 including but not limited to strike, work stoppage or slowdown, sick-out, picketing, or other concerted job 4901 action conducted by Contractor's employees or directed at Contractor is not an excuse from performance 4902 and Contractor shall be obligated to continue to provide service notwithstanding the occurrence of any 4903 or all of such events. In the case of labor unrest or job action directed at a third party over whom 4904 Contractor has no control, the inability of Contractor to provide services in accordance with this 4905 Agreement due to the unwillingness or failure of the third party to (i) provide reasonable assurance of the 4906 safety of Contractor's employees while providing such services, or (ii) make reasonable accommodations 4907 with respect to Container placement and point of Delivery, time of Collection, or other operating 4908 circumstances to minimize any confrontation with pickets or the number of persons necessary to make 4909 Collections shall, to that limited extent, excuse performance. The foregoing excuse shall be conditioned 4910 on Contractor's cooperation in performing Collection services at different times and in different locations. 4911
4912 The Party claiming excuse from performance shall, within two (2) calendar days after such Party has notice 4913 of such cause, give the other Party notice of the facts constituting such cause and asserting its claim to 4914 excuse under this Section.
4915
City Council/RSA Agenda 367 Tuesday, May 27, 2025
May 27, 2025 Page 108 Union City/Republic
Franchise Agreement
4916 If either Party validly exercises its rights under this Section, the Parties hereby waive any claim against 4917 each other for any damages sustained thereby.
4918
4919 The partial or complete interruption or discontinuance of Contractor's services caused by one or more of 4920 the events described in this Article shall not constitute a default by Contractor under this Agreement. 4921 Notwithstanding the foregoing, however, (i) the existence of an excuse from performance shall not affect 4922 the City's rights under Section 4.6; and (ii) if Contractor is excused from performing its obligations 4923 hereunder for any of the causes listed in this Section for a period of thirty (30) calendar days or more, 4924 other than as the result of third party labor disputes where service cannot be provided for reasons 4925 described earlier in this Section, the City shall nevertheless have the right, in its sole discretion, to 4926 terminate this Agreement by giving ten (10) calendar days’ notice to Contractor, in which case the 4927 provisions of Section 13.3 shall apply.
4928
4929 In advance of a strike or labor action or as soon as practical after commencement of such an action, the 4930 Parties shall meet and confer to discuss the reason for the strike or labor action; Contractor’s plans for 4931 providing services during the strike or labor action; and any short-term modifications to the Agreement 4932 (such as extending allowable hours of Collection) to facilitate Collection operations and protection of 4933 public health.
4934
4935 13.7 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE
4936 If Contractor (i) is the subject of any labor unrest including work stoppage or slowdown, sick-out, picketing 4937 or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to regularly 4938 pay its bills as they become due; or (iii) is the subject of a civil or criminal judgment or order entered by a 4939 Federal, State, regional or local agency for violation of an Applicable Law, and the City believes in good 4940 faith that Contractor's ability to perform under the Agreement has thereby been placed in substantial 4941 jeopardy, the City may, at its option and in addition to all other remedies it may have, demand from 4942 Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and 4943 substance as the City believes in good faith is reasonably necessary in the circumstances to evidence 4944 continued ability to perform under the Agreement. If Contractor fails or refuses to provide satisfactory 4945 assurances of timely and proper performance in the form and by the date required by City, such failure or 4946 refusal shall be an event of default for purposes of Section 13.1. 4947 ARTICLE 14.
4948 OTHER AGREEMENTS OF THE
4949 PARTIES
4950
4951 14.1 RELATIONSHIP OF PARTIES
4952 The Parties intend that Contractor shall perform the services required by this Agreement as an 4953 independent Contractor engaged by City and not as an officer nor employee of the City, nor as a partner 4954 of, or joint venturer with, the City. No employee or agent of Contractor shall be, or shall be deemed to 4955 be, an employee or agent of the City. Except as expressly provided herein, Contractor shall have the 4956 exclusive control over the manner and means of conducting the Solid Waste, Recyclable Materials, and 4957 Organic Materials Collection, Transportation, Processing, and Disposal services performed under this City Council/RSA Agenda 368 Tuesday, May 27, 2025
May 27, 2025 Page 109 Union City/Republic
Franchise Agreement
4958 Agreement, and all Persons performing such services. Contractor shall be solely responsible for the acts 4959 and omissions of its officers, employees, Subcontractors, and agents. Neither Contractor nor its officers, 4960 employees, Subcontractors, and agents shall obtain any rights to retirement benefits, workers' 4961 compensation benefits, or any other benefits which accrue to City employees by virtue of their 4962 employment with the City.
4963
4964 14.2 COMPLIANCE WITH LAW
4965 Contractor shall at all times, at its sole cost, comply with all Applicable Laws, permits and licenses of the 4966 United States, the State, and the City and with all applicable regulations promulgated by Federal, State, 4967 regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued 4968 or amended during the Term.
4969
4970 14.3 GOVERNING LAW
4971 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 4972 State of California.
4973
4974 14.4 JURISDICTION
4975 Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the 4976 courts of Alameda County in the State of California, which shall have exclusive jurisdiction over such 4977 lawsuits.
4978
4979 With respect to venue, the Parties agree that this Agreement is made in and shall be performed in 4980 Alameda County.
4981
4982 14.5 BINDING ON SUCCESSORS
4983 The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 4984 permitted assigns of the Parties.
4985
4986 14.6 ASSIGNMENT
4987
4988 A. Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this 4989 Agreement to any other Person without the prior written consent of the other Party. Any such 4990 assignment made without the consent of the other Party shall be void and the attempted 4991 assignment shall constitute a material breach of this Agreement. 4992
4993 B. For purposes of this Section, "assignment" shall include, but not be limited to (i) a sale, exchange 4994 or other transfer of substantially all of Contractor's assets dedicated to service under this 4995 Agreement to a third party; (ii) a sale, exchange or other transfer of 10% or more of the 4996 outstanding common stock of Contractor; (iii) any reorganization, consolidation, merger, 4997 recapitalization, stock issuance or re-issuance, voting trust, pooling Agreement, escrow 4998 arrangement, liquidation or other transaction to which Contractor or any of its shareholders is a 4999 party which results in a change of ownership or control of 30% or more of the value or voting 5000 rights in the stock of Contractor; and (iv) any combination of the foregoing (whether or not in 5001 related, contemporaneous or sequential transactions) which has the effect of any such transfer City Council/RSA Agenda 369 Tuesday, May 27, 2025
May 27, 2025 Page 110 Union City/Republic
Franchise Agreement
5002 or change of ownership and/or control of Contractor. For purposes of this Section, the term 5003 "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in interest 5004 pursuant to the assignment. Assignment may exclude a change in ownership of Contractor’s 5005 assets or stocks which occurs for interfamilial planning purposes only and does not involve a 5006 change in the management of the Agreement or services performed thereunder. 5007
5008 C. Contractor acknowledges that this Agreement involves rendering a vital service to City's residents 5009 and businesses, and that City has selected Contractor to perform the services specified herein 5010 based on (i) Contractor's experience, skill, and reputation for conducting its Solid Waste, 5011 Recyclable Materials, and Organic Materials management operations in a safe, effective, and 5012 responsible fashion, at all times in keeping with Applicable Laws, regulations and good waste 5013 management practices, and (ii) Contractor's financial resources to maintain the required 5014 equipment and to support its indemnity obligations to City under this Agreement. City has relied 5015 on each of these factors, among others, in choosing Contractor to perform the services to be 5016 rendered by Contractor under this Agreement.
5017
5018 D. If Contractor requests City's consideration of and consent to an assignment, the City may deny or 5019 approve such request in its sole discretion. The City does not have to consider a request by 5020 Contractor for consent to an assignment until Contractor has met the following requirements. 5021
5022 1. Contractor shall undertake to pay City its reasonable expenses for attorney's fees, consultant 5023 fees, and investigation costs necessary to investigate the suitability of any proposed 5024 assignee, and to review and finalize any documentation required as a condition for approving 5025 any such assignment;
5026
5027 2. Contractor shall furnish City with audited financial statements of the proposed assignee's 5028 operations for the immediately preceding three operating years; 5029
5030 3. Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at 5031 least 10 years of Solid Waste, Recyclable Materials, and Organic Materials management 5032 experience on a scale equal to or exceeding the scale of operations conducted by Contractor 5033 under this Agreement; (ii) that in the last 5 years, the proposed assignee has not suffered any 5034 citations or other censure from any Federal, State or local agency having jurisdiction over its 5035 waste management operations due to any significant failure to comply with state, Federal or 5036 local waste management laws and that the assignee has provided the City with a complete 5037 list of such citations and censures; (iii) that the proposed assignee has at all times conducted 5038 its operations in an environmentally safe and conscientious fashion; (iv) that the proposed 5039 assignee conducts its Solid Waste, Recyclable Materials, and Organic Materials management 5040 practices in accordance with sound waste management practices in full compliance with all 5041 Applicable Laws regulating the Collection, Transportation, Processing, and Disposal of Solid 5042 Waste, Recyclable Materials, and Organic Materials, including Hazardous Waste as identified 5043 in Title 22 of the California Code of Regulations as may be amended from time to time; (v) 5044 that the Guaranty Agreement provided by the proposed assignee is satisfactory to the City 5045 and is binding and enforceable upon the Guarantor; and (vi) that any other information 5046 required by City demonstrates that the proposed assignee can fulfill the terms of this 5047 Agreement in a timely, safe and effective manner; and, 5048
City Council/RSA Agenda 370 Tuesday, May 27, 2025
May 27, 2025 Page 111 Union City/Republic
Franchise Agreement
5049 4. Contractor shall provide the City with any and all additional records or documentation which, 5050 in City’s sole determination, would facilitate the review of the proposed assignment. 5051
5052 E. Under no circumstances shall any proposed assignment be considered by City if Contractor is in 5053 default at any time during the period of consideration. 5054
5055 F. On the date the City approves Contractor’s written request for an assignment, Contractor shall 5056 pay the City a transfer fee in the amount of one percent (1%) of the Gross Rate Revenues for the 5057 most-recently completed Rate Year. The City’s approval of such an assignment shall be 5058 conditioned on the receipt of the transfer fee.
5059
5060 14.7 PARTIES IN INTEREST
5061 Nothing in this Agreement, whether express or implied, is intended to confer any rights on any Persons 5062 other than the Parties to it and their representatives, successors and permitted assigns. 5063
5064 14.8 WAIVER
5065 The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 5066 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach or 5067 violation of the same or any other provision. The subsequent acceptance by either Party of any monies 5068 which become due hereunder, shall not be deemed to be a waiver of any pre-existing or concurrent 5069 breach or violation by the other Party of any provision of this Agreement. 5070
5071 14.9 NOTICE PROCEDURES
5072 All notices, demands, requests, proposals, approvals, consents, and other communications which this 5073 Agreement requires, authorizes or contemplates, all except as provided in Section 4.6.1, shall be in writing 5074 and shall either be personally delivered to a representative of the Parties at the address below or 5075 deposited in the United States mail, first class postage prepaid, addressed as follows:
5076
5077 A. If to City:
5078
5079 City Manager
5080 City of Union City
5081 34009 Alvarado-Niles Road
5082 Union City, CA 94587-4497
5083
5084 B. If to Contractor:
5085
5086 Joe Chu, General Manager
5087 Republic Services, Inc.
5088 42600 Boyce Road
5089 Fremont, CA 94538
5090 (510) 354-2451
5091
5092
5093 The address to which communications may be delivered may be changed from time to time by a notice 5094 given in accordance with this Section.

City Council/RSA Agenda 371 Tuesday, May 27, 2025
May 27, 2025 Page 112 Union City/Republic
Franchise Agreement
5095
5096 Notice shall be deemed given on the day it is personally delivered or, if mailed, three (3) calendar days 5097 from the date it is deposited in the mail.
5098
5099 14.10 REPRESENTATIVES OF THE PARTIES
5100 All actions to be taken by the City shall be taken by the City Council except as provided below. The City 5101 Council may delegate, in writing, authority to the City Manager and/or to other City officials and may 5102 permit such officials, in turn, to delegate in writing some or all of such authority to subordinate officers. 5103 The Contractor may rely upon actions taken by such delegates if they are within the scope of the authority 5104 properly delegated to them.
5105
5106 The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as 5107 the representative of the Contractor in all matters related to the Agreement and shall inform the City in 5108 writing of such designation and of any limitations upon his or her authority to bind the Contractor. The 5109 City may rely upon action taken by such designated representative as actions of the Contractor unless 5110 they are outside the scope of the authority delegated to him/her by the Contractor as communicated to 5111 City.
5112
5113 14.11 CRIMINAL ACTIVITY OF CONTRACTOR
5114
5115 14.11.1 Criminal Activity
5116 For purpose of this Section, Criminal Activity shall mean any of the following events or circumstances:
5117
5118 A. Convictions. The entry against any Contractor Party of a criminal conviction or a permanent 5119 mandatory or prohibitory injunction from a court, municipality or regulatory agency of competent 5120 jurisdiction based on acts taken in his or her official capacity on behalf of Contractor with respect 5121 to:
5122
5123 1. Fraud or criminal offense in connection with obtaining, attempting to obtain, procuring or 5124 performing a public or private agreement related to municipal Solid Waste, Recyclable 5125 Materials, or Organic Materials services of any kind (including Collection, Transportation, 5126 transfer, Processing, Composting or Disposal), including this Agreement or any amendment 5127 thereto;
5128 2. Bribery or attempting to bribe a public officer or employee of a local, State, or Federal 5129 agency;
5130 3. Embezzlement, extortion, racketeering, false claims, false statements, forgery, falsification 5131 or destruction of records, obstruction of justice, knowingly receiving stolen property, theft, 5132 or misprision (failure to disclose) of a felony;
5133 4. Unlawful disposal of Hazardous Waste or Designated Waste the occurrence of which any of 5134 Contractor Party knew or should have known;
5135 5. Violation of antitrust laws, including laws relating to price-fixing, bid-rigging and sales and 5136 market allocation, and of unfair and anti-competitive trade practices laws, including with 5137 respect to inflation of fees or Ratesfor Solid Waste, Recyclable Materials or Organic Materials 5138 Collection, Transportation, Processing, or Disposal; 5139 6. Violation of securities laws;
5140 7. Felonies.

City Council/RSA Agenda 372 Tuesday, May 27, 2025
May 27, 2025 Page 113 Union City/Republic
Franchise Agreement
5141
5142 B. Pleas. Entry of a plea of “guilty,” “nolo contendere,” or “no contest” by a Contracting Party based 5143 on acts taken in his, her, or its official capacity on behalf of Contractor with respect to the conduct 5144 described in preceding subdivision (1) of this Section. 5145
5146 14.11.2 Notice
5147 Contactor shall notify City in writing within five (5) calendar days of occurrence of any Criminal Activity. 5148
5149 14.11.3 Contractor’s Cure
5150 Upon occurrence of any Criminal Activity, Contractor shall immediately do or cause to be done all of the 5151 following:
5152
5153 A. Terminate from employment or remove from office any offending individual Contractor Party, 5154 unless otherwise directed or ordered by a court or regulatory agency of competent jurisdiction or 5155 authority, and unless that termination would constitute a breach of any labor agreement entered 5156 into by Contractor, and
5157
5158 B. Eliminate participation by any individual offending Contractor Party in any management, 5159 supervision, or decision activity that affects or could affect, directly or indirectly, the performance 5160 of the Contractor under this Agreement.
5161
5162 14.11.4 Transfer and Hiring
5163 Contractor shall not allow or cause to be allowed the hire or transfer of any individual from any Parent 5164 Company or subsidiary company or business entity of Contractor who has committed Criminal Activity as 5165 a Contractor representative, field supervisor, officer, or director who is directly or indirectly responsible 5166 for performance of this Agreement without obtaining prior written consent of City, following full 5167 disclosure to City of the facts and circumstances surrounding such Criminal Activity. 5168
5169 14.11.5 City’s Remedy
5170 In the event of any occurrence of Criminal Activity, the City, in its sole discretion, may terminate the 5171 Agreement or may impose other sanctions (which may include financial sanctions, temporary 5172 suspensions, or any other condition deemed appropriate short of termination) as it shall deem proper, in 5173 the following events:
5174
5175 A. Contractor fails to comply with the foregoing obligation of this Section 14.11, or 5176
5177 B. The Criminal Activity concerns or relates directly or indirectly to this Agreement. 5178
5179 The City shall notify Contractor in writing of its intent to terminate the Agreement at least thirty (30) 5180 calendar days prior to terminating the Agreement. Contractor shall be given the opportunity to present 5181 evidence in mitigation during the 30-calendar-day notice period. The City may terminate the Agreement 5182 any time after the 30-calendar-day notice period if the Contractor has not presented evidence of curing 5183 such event, to the satisfaction of the City.
5184
5185 14.12 PUBLIC HEARING ON CONTRACTOR’S PERFORMANCE
5186 At any time, but no more than once annually, the City may hold a public hearing, at which Contractor may 5187 be required by City to attend and participate in, to review the Contractor’s performance and to solicit City Council/RSA Agenda 373 Tuesday, May 27, 2025
May 27, 2025 Page 114 Union City/Republic
Franchise Agreement
5188 feedback from the public regarding Contractor’s performance of services under this Agreement. The 5189 purpose of the public hearing shall be to provide for discussion and review of technological, economic, 5190 and regulatory changes in order to achieve continuing, state-of-the-art Collection, Transportation, 5191 Processing, and Disposal services and to ensure services are being provided with adequate quality, 5192 effectiveness, and economy. The City, at its discretion, may use input provided during the public hearing 5193 to assess the Contractor’s performance.
5194
5195 14.13 PERFORMANCE REVIEW
5196 At City’s sole discretion, the City may require Contractor’s participation in a contract compliance 5197 performance review during either Rate Year 26 or 27. Contractor shall pay up to one-hundred thousand 5198 dollars ($100,000) for the City’s costs of conducting the performance review and such cost shall be 5199 recoverable through the Maximum Rates established by Contractor. The purpose of such review shall be 5200 to verify Contractor has fulfilled its obligations under the Agreement, to review Complaints, to review 5201 Billings, to review fee and other payments to the City, and to determine if Contractor has met performance 5202 standards. Contractor shall cooperate with the review which may be conducted at the sole discretion of 5203 the City.
5204
5205 14.14 IRAN CONTRACTING ACT CERTIFICATION
5206 Contractor represents and warrants that it is in compliance with and has completed all requirements 5207 necessary to become certified under the Iran Contracting Act (Public Contract Code Sec. 2200). Proof of 5208 certification shall be included as Exhibit 14.14 of this Agreement. 5209 ARTICLE 15
5210 RESOLUTION OF DISPUTES
5211 15.1 INFORMAL RESOLUTION
5212 Should a dispute arise with respect to the performance and obligations of the Parties hereunder, at any 5213 time during the term of this Agreement, the provisions of this Article shall apply. Either Party shall give 5214 the other written notice of such dispute. Such notice shall specify a date and location for the Parties to 5215 meet and confer in good faith to resolve any dispute that may arise in a cooperative and mutually 5216 satisfactory manner. The Parties shall attempt to resolve their disputes informally to the maximum extent 5217 possible.
5218
5219 15.2 MEDIATION
5220 In the event the Parties cannot resolve such dispute within thirty (30) days of such notice, either Party 5221 may propose the appointment of a mediator for advice and non-binding mediation, and the other Party 5222 shall attend such mediation. If the mediator is unable, within thirty (30) days thereafter, to reach a 5223 determination as to the matter in dispute in a manner acceptable to the Parties hereto, and if the dispute 5224 does not concern “valuation items” identified in Section 15.3, then either Party may refer the matter to a 5225 Court of competent jurisdiction. Disputes that concern valuation items shall proceed with binding 5226 arbitration procedures set forth in Section 15.4 below. 5227
City Council/RSA Agenda 374 Tuesday, May 27, 2025
May 27, 2025 Page 115 Union City/Republic
Franchise Agreement
5228 15.3 VALUATION ITEMS
5229 For the purposes of this Agreement, disputes over “valuation items” refers to disputes over basic financial 5230 issues valued under one million dollars ($1,000,000) that is due or owed by either Party. If mediation is 5231 unsuccessful, disputes concerning valuation items shall be referred to binding arbitration. 5232
5233 15.4 BINDING ARBITRATION
5234 Binding arbitration proceedings shall be in accordance with California Code of Civil Procedure Section 5235 1280 et. seq., the then-current JAMS Streamlined Arbitration Rules, and the terms of this Section. In the 5236 event of any inconsistency, the terms of this Section shall control. The arbitration shall be administered 5237 by JAMS and conducted in the County of Alameda. If the Parties are unable to select an arbitrator, JAMS 5238 shall select a qualified arbitrator from its panel. If JAMS is unwilling or unable to (a) serve as the provider 5239 of arbitration or (b) enforce any provision of this arbitration clause, the Parties may mutually designate 5240 another arbitration organization with similar procedures to serve as the provider of arbitration. If the 5241 parties cannot agree on the arbitration organization, the Presiding Judge of the Alameda County Superior 5242 Court shall designate such an organization upon the petition of either Party. 5243
5244 A. The arbitrator shall be independent of, and unaffiliated with, each Party and shall not ever have 5245 been an employee of either Party, under contract with either Party in the past five (5) years or acted 5246 as an arbitrator for such Party within the past five (5) years. 5247 B. Within twenty (20) days after initiation of the arbitration, if not previously done so under the terms 5248 of this Agreement, the Parties shall simultaneously submit to each other and the arbitrator their 5249 respective best or final offer for the item subject to the valuation dispute, with such supporting 5250 information as is reasonably necessary to support such suggested value. If the two (2) valuations 5251 so submitted differ by less than or equal to ten percent (10%) of the higher of the two (2), the 5252 average of the two (2) shall become the agreed-upon and binding amount for purposes of this 5253 Agreement and the arbitration shall not be continued. If the two (2) valuations differ by more than 5254 ten percent (10%) of the higher of the two (2), then the arbitrator shall make a determination of the 5255 relevant value and submit such determination to both Parties. This third valuation will then be 5256 averaged with the closer of the two (2) previous valuations and the result shall be the relevant value. 5257 In no event shall the arbitrator award, on a quantum meruit or other basis, an amount that is greater 5258 than any amount set forth in this Agreement. The final arbitrated value shall be binding on the 5259 Parties.
5260 C. The arbitrator shall have the authority and power to award costs, including attorneys’ fees and costs 5261 to the prevailing Party. Unless otherwise awarded by the arbitrator, the Parties shall evenly split 5262 the cost of any arbitration under this Section.
5263 D. By agreeing to binding arbitration, the Parties irrevocably and voluntarily waive any right they may 5264 have to a trial by jury to the extent permitted by law.

City Council/RSA Agenda 375 Tuesday, May 27, 2025
May 27, 2025 Page 116 Union City/Republic
Franchise Agreement
5265
5266
5267 15.5 PENDENCY OF DISPUTE
5268 During the pendency of any dispute under this Article, all applicable time periods directly related to the 5269 dispute shall be tolled until its resolution; provided, however, that no tolling shall apply to any matters 5270 other than those directly related to the dispute and such tolling shall not entitle a Party to breach, default, 5271 or fail to perform its obligations under this Agreement. In addition, the pendency of any dispute shall not 5272 stay or affect the City’s remedies under this Agreement, including but not limited to its rights to terminate, 5273 suspend, or take possession of Contractor’s property. 5274 ARTICLE 16.
5275 MISCELLANEOUS AGREEMENTS
5276
5277 16.1 ENTIRE AGREEMENT
5278 This Agreement, including the Exhibits, supersedes any and all prior agreements and understandings 5279 (whether written or oral) between the Parties and represents the full and entire Agreement between the 5280 Parties with respect to the matters covered herein. 5281
5282 16.2 SECTION HEADINGS
5283 The article headings and section headings in this Agreement are for convenience of reference only and 5284 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 5285 provisions.
5286
5287 16.3 REFERENCES TO LAWS
5288 All references in this Agreement to laws shall be understood to include such laws as they may be 5289 subsequently amended or recodified, unless otherwise specifically provided. 5290
5291 16.4 INTERPRETATION
5292 This Agreement shall be interpreted and construed reasonably and neither for nor against either Party, 5293 regardless of the degree to which either Party participated in its drafting. 5294
5295 16.5 AMENDMENT
5296 This Agreement may not be modified or amended in any respect except in writing signed by the Parties.

Acknowledgement of waiver of rights to trial by jury if proceeding with binding arbitration pursuant to Section 15.4 of this Agreement.
________________________ ________________________
City of Union City Allied Waste Services of North America, LLC City Council/RSA Agenda 376 Tuesday, May 27, 2025
May 27, 2025 Page 117 Union City/Republic
Franchise Agreement
5297
5298 16.6 SEVERABILITY
5299 If any non-material provision of this Agreement and this Amendment (including any phrase, provision, 5300 covenant, or condition) is for any reason deemed to be invalid and unenforceable, the invalidity or 5301 unenforceability of such provision shall not affect any of the remaining provisions of the Agreement, 5302 which shall be enforced as if such invalid or unenforceable provision had not been contained herein. 5303 16.7 COUNTERPARTS
5304 This Agreement may be executed in counterparts, each of which shall be considered an original. 5305
5306 16.8 EXHIBITS
5307 Each of the Exhibits identified as Exhibits 1, 2.2, 5.9, 5.13, 5.16, 6.4, 7.1, 8.4, 11.1.A, 11.1.B, 11.2.B, 11.2.C, 5308 12.3, 12.4, 13.5, 14.14, and 15 is attached hereto and incorporated herein and made a part hereof by this 5309 reference.
5310
5311 16.9 PRECEDENCE
5312 If a conflict exists between the Agreement and the Exhibits thereto, then the Agreement shall govern. If 5313 two or more Sections of the Agreement shall conflict, then that Section dealing most specifically with the 5314 matter shall govern.
5315
5316
5317 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed on the day and year first 5318 above written.
5319
5320
5321
5322 ALLIED WASTE SERVICES CITY OF UNION CITY
5323 OF NORTH AMERICA, LLC A Municipal Corporation
5324
5325
5326
5327
5328 Yasser Brenes Joan Malloy
5329 Area President City Manager
5330
5331
5332
5333 APPROVED AS TO FORM:
5334
5335
5336
5337
5338 Kristopher Kokotaylo
5339 City Attorney
5340
5341
City Council/RSA Agenda 377 Tuesday, May 27, 2025
May 27, 2025 Page 118 Union City/Republic
Franchise Agreement
5342
5343 Jackie Acosta
5344 Finance Director
5345
5346
5347
5348 Thai Nam Pham
5349 City Clerk
5350
City Council/RSA Agenda 378 Tuesday, May 27, 2025
EXHIBIT 1

RESERVED
City Council/RSA Agenda 379 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 380 Tuesday, May 27, 2025
EXHIBIT 2.2
CORPORATE SECRETARY’S CERTIFICATE
City Council/RSA Agenda 381 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 382 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 2.2

CORPORATE SECRETARY'S CERTIFICATE
The undersigned, being the Secretary of ___________________________________, a California Company Name
corporation (“the Company”), do hereby certify that the following resolution was adopted by the Board of Directors of the Company and that such resolution has not been amended, modified or rescinded and is in full force and effect as of the date hereof:

RESOLVED, that _______________________________ be, and hereby is, authorized to execute Name of Designated Representative
by and on behalf of the Company the Agreement between the City of Union City and the Company for Solid Waste, Recyclable Materials, and Organic Materials Collection Services and any and all other agreements, instruments, documents or papers, as he/she may deem appropriate or necessary, pertaining to or relating to such Agreement, and that any such action taken to date is hereby ratified and approved.

Dated: __________________
_____________________________
Signature
_____________________________
Title
City Council/RSA Agenda 383 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 384 Tuesday, May 27, 2025
EXHIBIT 5.9

CITY SERVICE LOCATIONS
City Council/RSA Agenda 385 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 386 Tuesday, May 27, 2025
EXHIBIT 5.9

CITY SERVICE LOCATIONS
City Council/RSA Agenda 387 Tuesday, May 27, 2025
City Council/RSA Agenda 388 Tuesday, May 27, 2025
City Council/RSA Agenda 389 Tuesday, May 27, 2025
EXHIBIT 5.13

WASTE REDUCTION CHAPTER
FROM CITY’S CLIMATE ACTION PLAN
City Council/RSA Agenda 390 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 391 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 5.13
WASTE REDUCTION CHAPTER - CITY’S CLIMATE ACTION PLAN
City Council/RSA Agenda 392 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 393 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 394 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 395 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 396 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 397 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 398 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 399 Tuesday, May 27, 2025
EXHIBIT 5.16

EXAMPLE WEB-BASED REPORTING FOR
CONTRACTOR’S CUSTOMER SERVICE AND BILLING
SYSTEM
City Council/RSA Agenda 400 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 401 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 5.16
EXAMPLE WEB-BASED REPORTING FOR CONTRACTOR’S CUSTOMER SERVICE AND BILLING SYSTEM
Main Customer Lookup Screen:

City Council/RSA Agenda 402 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
Main Customer Information Screen:

City Council/RSA Agenda 403 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
Sample Open Service Ticket:

City Council/RSA Agenda 404 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
Sample Closed Service Ticket:

City Council/RSA Agenda 405 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
Sample Container Information Screen:

City Council/RSA Agenda 406 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 407 Tuesday, May 27, 2025
EXHIBIT 6.4

CHARACTERIZATION AND MANAGEMENT OF

CONTAMINATION
City Council/RSA Agenda 408 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 409 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 6.4

CHARACTERIZATION AND MANAGEMENT OF CONTAMINATION

1. CHARACTERIZATION PROCESS
Contractor shall, at the time integrals required and further specified herein, conduct Characterizations of Source Separated Recyclable Materials, Source Separated Organic Materials, and Source Separated Food Scraps to determine the Contamination Level. At the Contractor’s discretion, the Characterizations may be conducted using either Contractor’s “magic table” method or a method that uses the Contractor’s Processing line to sort the materials (hereinafter “Characterization”) using a protocol approved by the City. The Characterizations shall be conducted for three (3) material streams: Source Separated Recyclable Materials, Source Separated Organic Materials, and Source Separated Food Scraps, and each stream may, at the Contractor’s discretion, be analyzed in subsets, including, with limitation, Commercial, Single-Family, Residential, Parcelized Multi-Family, and/or Non-Parcelized Multi-Family. A Characterization for a material stream and/or any such subset thereof must be a representative sample of the material stream and/or any such subset thereof, which means that a representative sample shall include materials from multiple loads, on varying days or routes. Each Characterization shall be certified by authorized personnel or officer of the owner or operator of the Approved Recyclables Materials Processing Facility and Approved Composting Facility.

Contractor shall provide the City written notice three (3) Business Days in advance of the Characterizations and the City shall be allowed to attend and observe the Characterizations. The results of the Characterizations shall be delivered to the City within one (1) week of the date the Characterization was performed. The results of the Characterizations shall be used to determine the Contamination Level for each material stream, and/or any such subset thereof, until the next Characterization is performed.

The first set of Characterizations shall be performed within two (2) months of the Commencement Date.

At a minimum, Contractor shall conduct Characterizations of each material stream at least semi-annually.

The Contractor may, at its discretion, perform Characterizations more frequently and at any time, notwithstanding any potential defaults described in paragraph 3 herein.

2. CONTAMINATION LEVELS
The Contamination Level shall be less than ten percent (10%) by weight for Source Separated Organic Materials and Source Separated Food Scraps and twenty percent (20%) by weight for Source Separated Recyclable Materials.

3. CONSEQUENCE OF EXCESS CONTAMINATION LEVEL
If a Characterization of any material stream results in a Contamination Level equal to or greater than ten percent (10%) by weight for Source Separated Organic Materials and Source Separated Food Scraps and twenty percent (20%) by weight for Source Separated Recyclable Materials, the Contractor shall automatically be deemed on notice of its failure to meet Contamination requirements stated in the Agreement as of the date the Characterization is performed with the exception that Contractor shall be provided up to two forty-five (45) day cure periods during the first eighteen (18) months of the Agreement following one or more Characterizations. Pursuant to Exhibit 13.5, the City shall have the right to assess Liquidated Damages if a Characterization study determines the Contamination Level of a material stream equals or exceeds ten percent (10%) by weight for Organic Materials or Food Scraps or equals or exceeds twenty percent (20%) by weight for Recyclable Materials, with the exception that this right to assess Liquidated Damages shall not go into effect if a cure period is in effect.

City Council/RSA Agenda 410 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
When the Contamination Level is greater than the maximum amounts, the Contractor shall modify its Collection and Processing methods, perform outreach to Customers, charge Customers for excess Contamination in accordance with procedures and Rates approved by the City, take other corrective measures, and/or conduct other public relations acts all with the goal of reducing the Contamination Level(s) to less than the maximum amounts. When Contractor perform a Characterization that indicates the Contamination Level for a particular stream is less than ten percent (10%) or twenty percent (20%) as applicable, , the City shall not assess Liquidated Damages for that stream and the results of that Characterization study shall be used to determine the Contamination Level for that stream, or any applicable subset thereof, for the next six (6) month period. At the end of the six (6) month period, a Characterization shall be conducted to reevaluate the Contamination Levels.

The Contractor shall develop a procedure for warning residents or businesses that are contaminating the Recyclable Materials, Organic Materials, and/or Food Scraps, or any subset thereof, and for charging these Customers an “additional handling” Rate not to exceed the Maximum Rate approved by the City. Any and all such procedures require City approval prior to implementation by Contractor.

City Council/RSA Agenda 411 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 412 Tuesday, May 27, 2025
EXHIBIT 7.1

PUBLIC EDUCATION AND TECHNICAL ASSISTANCE
City Council/RSA Agenda 413 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 414 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 7.1

PUBLIC EDUCATION AND TECHNICAL ASSISTANCE
Contractor understands and recognizes the importance of effective public education and promotion as the key to helping residents and businesses understand more about source reduction, reuse, Recycling and Composting. Contractor shall include, at a minimum, the following services as part of its public education program. All public education materials shall be approved by the City prior to distribution to Customers, publication or issuance.

1. SINGLE-FAMILY AND PARCELIZED MULTI-FAMILY EDUCATION PROGRAMS A. Continuing Programs Throughout Agreement

1. Biennially produce and distribute a Residential Services Guide that provides residents with information on curbside collection services, how-to recycle and compost, proper collection container set-out procedures, Contractor telephone number and website address, additional resources and other relevant information as determined by the Contractor and City shall also be included. The guide shall be printed in sufficient numbers to be distributed to all affected residential Customers and used for public outreach.

2. Provide Customer with the appropriate program guide and other City-selected materials each time a Container is delivered upon implementation of services.

3. Annually, prepare and distribute four quarterly residential newsletters that creatively inform residents about Collection and waste reduction programs and those educational and topical issues deemed appropriate by the Contractor and City.

4. Produce corrective action notices for use in instances where the Resident sets out inappropriate materials.

5. Prepare and distribute annual mailing promoting availability of two free on-call CleanUp Events.

6. Conduct on-going monitoring and reporting of Customer’s participation in Recyclable Materials and Organics Materials Collection programs to determine level of compliance with local and state regulations.

7. Visit homeowner associations or other neighborhood groups to promote and explain the program as requested by the associations or scheduled by Contractor or the City.

Technical assistance staff may also be required to provide presentations to Customers on Saturdays.

8. Two weeks before Christmas, provide written notification to each Single-Family and Parcelized Multi-Family Customer that Curbside Collection of Christmas trees will occur beginning the day after Christmas and through January 31 in accordance with Section 5.8 of the Agreement.

9. Prepare and disseminate a comprehensive social media campaign that shall be approved by the City in advance.

City Council/RSA Agenda 415 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

10. Prepare and distribute presentation posters for distribution at local and busy public venues (City Hall, Public Library, Post Office, Union Landing, etc.)

11. Develop and maintain a website describing services provided in the City as required by Section 7.4 of the Agreement.

12. Attend community workshops to promote and explain the Collection and Diversion programs.

2. NON-PARCELIZED MULTI-FAMILY EDUCATION PROGRAMS
A. Continuing Programs Throughout Agreement

1. Biennially produce and distribute a multi-family Services Guide and other specially designed materials to reach Non-Parcelized Multi-Family tenants describing how to prepare Discarded Material for Collection. Contractor shall inform residents as to the acceptable materials that can be included in the Recyclable Materials and Organic Materials Containers and any common Contaminants to be excluded from Collection.

The guide shall be printed in sufficient numbers to be distributed to all affected NonParcelized Multi-Family Customers and used for public outreach activities. Contractor may arrange for distribution of newsletter to each tenant unit by coordinating with the Owner or property manager of the premises.

2. Prepare and distribute four quarterly newsletters that creatively informs residents about Collection and waste reduction programs.

3. At a minimum, visit each Non-Parcelized Multi-Family property once annually, meet with the property manager/representative and address any concerns, requests and action items. Contractor shall document each site visit using a form approved by the City identifying the name and address of the premises, date of the visit, name of the property manager and contact information. Audit forms shall be provided the City in accordance with Article 9. Contractor shall provide a record of the required outreach to the City prior to monthly Contractor/City meeting.

4. Visit property management, tenant associations or other groups to promote and explain the Collection programs as requested by the associations or scheduled by the City. Provide resources for additional information and support.

5. Notify Owners and property managers at least two weeks before Christmas of the location and dates of the holiday tree drop-off area.

6. Provide tenants and property managers with access to a multi-family webpage on Contractor’s website which will present how-to information in PDF format as well as links to other resources. Property managers and landlords will be able to find helpful tips for keeping Collection points clean and will be able to order enclosure posters for each material stream (e.g., Recyclable Materials and Organic Materials).

City Council/RSA Agenda 416 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

3. COMMERCIAL EDUCATION PROGRAMS
A. Continuing Programs Throughout Agreement

1. Prepare and distribute outreach materials explaining the Commercial Recycling and Organics programs for each general business type (restaurants, office/commercial buildings, strip malls, and large commercial businesses)

2. Prepare and distribute a quarterly Commercial newsletter to all Commercial Customers promoting and explaining Recyclable Materials and Organic Materials Collection and Diversion programs, and identifying possible cost savings through participation in the Recycling and Food Scraps programs.

3. Develop and use a corrective actions notice for use situations where businesses set out inappropriate materials.

4. Produce specially designed public education materials, including, but not limited to, flyers, posters, stickers, etc., to reach Commercial Customers.

5. Contractor shall perform Recycling and Food Scrap site visits/audits for Commercial Customers. At a minimum, Contractor shall perform audits for all Customers that request an audit, for all new Commercial Customers, and Customers targeted for outreach in the annual public education plan.

6. Contractor shall submit to the City a list of the Commercial Customers it proposes to visit during the Rate Year. Commercial Customer shall be selected so at a minimum, one hundred percent (100%) of Commercial Customers are visited by Contractor during a two (2) year period. City shall review the list and provide comments to the Contractor within ten (10) business days of receipt. In the event the City does not provide a response to the Contractor, the proposed list of Commercial Customers shall be considered acceptable to the City. Contractor shall document each site visit using a form approved by the City. At least twenty-five percent (25%) of the Recycling Coordinator’s time shall be spent on Commercial Organics outreach. Site visits shall include:
a) Meeting with the Customer, Owner, property manager, and/or party responsible for the day-to-day operations of the on-site Commercial activities to discuss the Collection program options, review the types of materials generated, promote Recycling services, respond to questions, agree upon the appropriate Solid Waste, Recyclable Materials, and Organic Materials service levels, etc.;
b) Visual inspecting the types of Solid Waste, Recyclable Materials, and Organic Materials generated at the Premises and estimating the appropriate level of service for Solid Waste, Recyclable Materials, and Organic Materials Collection service; and,
c) Offering employee training sessions to Commercial Customers at the Customers’ premises to educate employees about the Recycling and Food Scraps Collection programs and answer employee questions. Contractor shall provide the employee training sessions as requested by the Customer or the City.

City Council/RSA Agenda 417 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
d) Distributing public education materials, signage, and interior posters, to Customers at the time of the assessment or upon request. e) After Contractor performs a site visit, Contractor shall continue to provide support to each Customer as requested and periodically contact the Customer to offer technical assistance and answer questions.
f) Producing and distributing periodically outreach materials. g) Providing technical assistance, making presentations, conducting employee training, and conducting sessions to educate customers and encourage participation in the Commercial Single Stream Recycling and Food Scrap Programs.

7. Contractor shall reach out to various business organizations such as the Chamber of Commerce, Lions Club, Business Expo, and other appropriate groups to promote and explain the Commercial Single Stream Recycling and Food Scraps Collection Programs and the State and County Mandatory Recycling and Organic Diversion requirements, as requested by the associations or as scheduled by the City.

8. Develop and distribute a Recycling resource guide to provide vendors with names, numbers, and contacts for purchasing Recycled products, re-use donation locations, and other Recycling companies, to be updated annually.

9. Prepare and make available through the Contractor’s website “how-to” information for Commercial generators on Recycling, Organic Materials Diversion, Composting and Disposal in Adobe Acrobat PDF.

10. Assist the City with evaluating Commercial program participation in Recyclable Materials and Organic Materials Collection programs in conjunction with the StopWaste.Org audits.

11. Encourage Commercial Customers to establish procurement policies that give preference to Recycled and Recyclable products by providing information in Commercial public education and outreach materials and through information on the Contractor’s website or links to information provided by others.

12. Demonstrate diligent efforts to ensure that all Non-Parcelized Multi-Family, Commercial, and Roll-off Customers are aware of the services for separate Collection of Recyclable Materials and Organic Materials, the provisions of ACWMA’s Ordinance 2012-1, AB 1826, and AB341. Contractor shall provide appropriate support to all NonParcelized Multi-Family and Commercial Customers to implement Commercial Recyclable Materials and Organic Materials Collection services to comply with the ACWMA’s Definition of Adequate Commercial Recycling (as described in Exhibit 1), ACWMA’s Ordinance 2012-1, and AB 1826.

4. SCHOOL OUTREACH
A. Continuing Programs Throughout Agreement

1. Visit each of the City’s 13 public schools at least once each year to teach students about source reduction, reuse and Recycling.

City Council/RSA Agenda 418 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

2. Offer to conduct classroom presentations and/or school assemblies and provide tours of Contractor’s facilities to students and other community organizations.

3. Offer to provide age appropriate materials pertaining to Recycling and Composting.

Co-sponsor annual Recycling poster contest.

5. SPECIAL EVENTS
A. Continuing Programs Throughout Agreement

1. Arrange for and staff a booth or table at City events to promote source reduction, reuse, Recycling, Composting, and proper handling of E-Waste, U-Waste, and Hazardous Waste and to answer questions about Collection services. Contractor shall develop a stand-alone table-top professional display for use at the City events and shall provide corresponding educational components that can be used to educate Customers and the general public about Recycling and Organic Diversion in general, and the City’s Source Separated Recyclable Materials and Source Separated Organic Materials Collection programs. At a minimum, Contractor shall provide this outreach service at four events annually to be determined with input from the City.

2. Educate any event sponsor or venue organizer on the requirements of AB 2176 for large events and venues, which are required to comply with AB 2176, and assist the sponsor or organizer in preparation of a Recycling plan, which shall include all information required by AB 2176. Offer to provide age appropriate materials pertaining to Recycling and Composting.

6. COMMUNITY ENGAGEMENT, Continuing Programs Throughout Agreement. Provide sponsorship and complementary Collection services and maintain involvement with community organizations in accordance with requirements of Section 7.8.

City Council/RSA Agenda 419 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 420 Tuesday, May 27, 2025
EXHIBIT 8.4

CART SPECIFICATIONS
City Council/RSA Agenda 421 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 422 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 8.4

CART SPECIFICATIONS
The Cart specifications provided in this Exhibit 8.4 shall pertain to all Carts provided to Customers by the Contractor on the Commencement Date of this Agreement and during the Term of the Agreement.

A. CART DESIGN REQUIREMENTS

1. General
The Carts shall be manufactured by injection or rotational molding and meet the Cart design and performance requirements as specified below. Contractor shall purchase Carts that contain a minimum of 30% post-consumer recycled plastic content. Contractor must submit Cart orders (including material and design specifications, colors and identification marks) to City for City’s written approval prior to submitting the order to the manufacturer.

2. Materials Identification and Decals
Carts or their lids must be in bright, readily identifiable colors to facilitate Customer's ready recognition of Solid Waste and Organic Materials, subject to City’s written approval as described in this Exhibit. Any and all labeling on the Carts shall be mutually agreed to by the Parties.

3. Cart Handles
The Cart handles and handle mounts may be an integrally molded part of the Cart body or molded as part of the lid. The Cart handles shall provide comfortable gripping area for pulling or pushing the Cart or lifting the lid. Pinch points are unacceptable.

4. Cart Lid
Each Cart shall be provided with a lid that continuously overlaps and comes in contact with the Cart body or otherwise causes an interface with the Cart body that simultaneously:
• Prevents the intrusion of rainwater, rodents, birds, and flies; • Prevents the emission of odors;
• Enables the free and complete flow of material from the Cart during the dump cycle without interference with the material already deposited in the truck body or the truck body itself and its lifting mechanism;
• Permits users of the Cart to conveniently and easily open and shut the lid throughout the serviceable life of the Cart;
• The lid handle shall be an integrally molded part of the lid; • The lid (and body) must be of such design and weight that would prevent an empty Cart from tilting backward when flipping the lid open; and,
• The lid shall be hinged to the Cart body in such a manner so as to enable the lid to be fully opened, free of tension, to a position whereby it may rest against the backside of the Cart body.

5. Cart Colors
City Council/RSA Agenda 423 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
The Solid Waste, Recyclable Materials, and Organic Materials Carts shall be differentiated by color. The colors shall be colorfast and resistant to fading as a result of weathering or ultraviolet degradation. Color of lids and Cart bodies must be uniform for each Cart type (i.e., Solid Waste, Recyclable Materials, and Organic Materials). Solid Waste Carts and lids shall be gray; however, the City reserves the right to request that Contractor purchase and distribute replacement Carts for Solid Waste Collection that are black.

Recyclable Materials Carts and lids shall be blue. Organic Materials Carts and lids shall be green.

Contractor may propose other colors for Carts, which are subject to written approval by the City. For all colors including those prescribed in this paragraph, the Contractor shall obtain written approval from the City for the Cart colors before Contractor’s purchase of any new Carts purchased during the Term.

6. Identification Markings
All markings on the Carts shall be approved by the City in advance of ordering Carts. An arrow (at least 3 inches by 5 inches) hot stamped in white color shall be placed on the lid, indicating the direction of Cart placement.

In character size of no less than 3/16 inch, the following phrase shall be hot stamped:

PLACE CART WITH ARROW FACING

STREET FOR COLLECTION

COLOQUE EL RECIPIENTE CON LAS FLECHAS

HACIA LA CALLE
Additionally, the words “LANDFILL” or “COMPOST” or “RECYCLE” must be hot stamped in white on the front or sides of the Cart in characters no less that one inch.

Alternative markings on the Carts shall be mutually agreed to by the Parties.

B. CART PERFORMANCE REQUIREMENTS

1. General
All Carts shall be designed and manufactured to meet the minimum performance requirements described below.

2. Cart Load Capacity
Depending on the capacity, the Carts shall have a minimum load capacity as noted below without Cart distortion, damage, or reduction in maneuverability or any other functions as required herein.

City Council/RSA Agenda 424 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
Cart Size
(Gallons)
Minimum Load Capacity
(Pounds)
95 200
64 130
35 70
20 40

3. Cart Durability
Carts shall remain durable, and at a minimum, shall meet the following durability requirements to satisfy its intended use and performance, for the term of this Contract:
• Maintain its original shape and appearance;
• Be resistant to kicks and blows;
• Require no routine maintenance and essentially be maintenance free; • Not warp, crack, rust, discolor, or otherwise deteriorate over time in a manner that shall interfere with its intended use;
• Resist degradation from ultraviolet radiation;
• Be incapable of penetration by biting or clawing of household pets (i.e., dogs and cats); • The bottoms of Cart bodies must remain impervious to any damage, that would interfere with the Cart’s intended use after repeated contact with gravel, concrete, asphalt, or any other rough and abrasive surface;
• All wheel and axle assemblies are to provide continuous maneuverability and mobility as originally designed and intended; and,
• Resist degradation by other airborne gases or particulate matter currently present in the ambient air of the City.

4. Chemical Resistant
Carts shall resist damage from common household or Residential products and chemicals. Carts, also, shall resist damage from human and animal urine and feces.

5. Stability and Maneuverability
The Carts shall be stable and self-balancing in the upright position, when either empty or loaded to its maximum design capacity with an evenly distributed load, and with the lid in either a closed or an open position.

The Carts shall be capable of maintaining its upright position in sustained or gusting winds of up to 25 miles per hour as applied from any direction.

The Carts shall be capable of being easily moved and maneuvered, with an evenly distributed load equal in weight to its maximum design capacity on a level, sloped or stepped surface.

City Council/RSA Agenda 425 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

6. Lid Performance
Cart lid assemblies shall meet the following minimum requirements:
• Prevent damage to the Cart body, the lid itself or any component parts through repeated opening and closing of the lid by Generators or in the dumping process as intended; • Remain closed in winds up to 25 miles per hour from any direction. All lid hinges must remain fully functional and continually hold the lid in the original designed and intended positions when either opened or closed or any position between the two extremes; and, • Lid shall be designed and constructed such that it prevents physical injury to the user while opening and closing the Cart.

7. Reparability
Minor cracks, holes, and other damages to hinges, wheels, axle, hardware, and other component parts shall be readily repairable by the contractor personnel. All repairs must restore the Cart to its full functionality to meet the design and performance requirements as set for herein.

City Council/RSA Agenda 426 Tuesday, May 27, 2025
EXHIBIT 11.1.A

BASIS FOR RATE YEAR TWENTY-ONE RATES
City Council/RSA Agenda 427 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 428 Tuesday, May 27, 2025
EXHIBIT 11.1.A

BASIS FOR RATE YEAR TWENTY-ONE RATES

RATE YEAR TWENTY-ONE COMPENSATION INCREASE
Line# Schedule Description
2024/25
(Republic)
2024/25
(TriCed)
2024/25
(Combined)
2025/26
(Republic)
2025/26
(TriCed)
2025/26
(Combined)
Cost of Operations:
1 B,C Labor-related costs $ 3,579,745 $ 741,940 $ 4,321,685 $ 4,021,944 $ 796,755 $ 4,818,699 2 B,C Fuel costs (diesel) $ 37,583 $ - $ 37,583 $ 109,985 $ - $ 109,985 3 B,C Fuel costs (CNG) $ 241,124 $ 83,363 $ 324,487 $ 198,232 $ 71,355 $ 269,587 4 B Vehicle-related costs (excluding fuel) $ - $ 244,247 $ 244,247 $ 46,111 $ 272,843 $ 318,954 5 D Net Organic Materials Composting Costs $ 644,393 $ - $ 644,393 $ - $ - $ - 6 --- Other Costs $ (15,000) $ 21,134 $ 6,134 $ 120,319 $ 11,260 $ 131,578 7 E Direct Depreciation $ 692,280 $ 292,475 $ 984,755 $ 835,578 $ 133,071 $ 968,648 8 B,C Allocated Costs (Labor, Vehicle & Other Costs) $ 2,766,706 $ 348,060 $ 3,114,766 $ 3,389,960 $ 486,801 $ 3,876,760 9 E Allocated Costs (Depreciation) $ - $ - $ - $ - $ - $ - 10 Total Annual Cost of Operations $ 7,946,831 $ 1,731,219 $ 9,678,050 $ 8,722,128 $ 1,772,084 $ 10,494,212 11 Profit* $ 1,280,794 $ 130,307 $ 1,411,101 $ 1,405,749 $ 133,383 $ 1,539,132 Pass-Through Costs:
12 D Disposal costs $ 3,616,498 $ - $ 3,616,498 $ 3,728,302 $ - $ 3,728,302 13 E Interest expense $ 279,012 $ 108,651 $ 387,663 $ 361,483 $ 62,134 $ 423,617 14 Rate Review Consulting Fees $ 97,171 $ - $ 97,171 $ 97,171 $ - $ 97,171 15 Net Organic Materials Composting Costs $ 323,321 $ - $ 323,321 $ 1,432,416 $ - $ 1,432,416 16 Bad Debt Reconciliation $ - $ - $ - $ 73,804 $ - $ 73,804 17 Total Pass-Through Costs $ 4,316,001 $ 108,651 $ 4,424,652 $ 5,693,175 $ 62,134 $ 5,755,309 Adjustment for 6% Cap $ - $ - $ -
Contractor’s Comp before City Fees $ 13,543,626 $ 1,970,177 $ 15,513,803 $ 15,821,052 $ 1,967,601 $ 17,788,653 18 Contract City Fees:
25 Franchise Fees $ 5,376,679 $ 1,772,734 $ 7,149,413 $ 6,056,438 $ 1,772,090 $ 7,828,528 26 Total Contractor’s Compensation $ 18,920,305 $ 3,742,911 $ 22,663,216 $ 21,877,490 $ 3,739,691 $ 25,617,181 27 F,G,H
Revenue From Customer Billings $ 21,124,358 $ 22,988,902 Surplus/(Shortfall) $ (1,538,858) $ (2,628,279)
% Increase in Compensation 7.29% 11.43%
Operating Ratio 86.12% 93.00% 86.12% 93.00%

REPUBLIC SERVICES OF ALAMEDA COUNTY CITY OF UNION
CITY 2025/26 COMPENSATION AND RATE ADJUSTMENT

APPLICATION
2024/2025 FINAL 2025/2026 FINAL - COMPENSATION INCREASE (Includes Stormwater Fee)
City Council/RSA Agenda 429 Tuesday, May 27, 2025

RATE YEAR TWENTY-ONE RATE INCREASE
This page intentionally left blank
Line# Schedule Description
2024/25
(Republic)
2024/25
(TriCed)
2024/25
(Combined)
2025/26
(Republic)
2025/26
(TriCed)
2025/26
(Combined)
Cost of Operations:
1 B,C Labor-related costs $ 3,579,745 $ 741,940 $ 4,321,685 $ 4,021,944 $ 796,755 $ 4,818,699 2 B,C Fuel costs (diesel) $ 37,583 $ - $ 37,583 $ 109,985 $ - $ 109,985 3 B,C Fuel costs (CNG) $ 241,124 $ 83,363 $ 324,487 $ 198,232 $ 71,355 $ 269,587 4 B Vehicle-related costs (excluding fuel) $ - $ 244,247 $ 244,247 $ 46,111 $ 272,843 $ 318,954 5 D Net Organic Materials Composting Costs $ 644,393 $ - $ 644,393 $ - $ - $ - 6 --- Other Costs $ (15,000) $ 21,134 $ 6,134 $ 120,319 $ 11,260 $ 131,578 7 E Direct Depreciation $ 692,280 $ 292,475 $ 984,755 $ 835,578 $ 133,071 $ 968,648 8 B,C Allocated Costs (Labor, Vehicle & Other Costs) $ 2,766,706 $ 348,060 $ 3,114,766 $ 3,389,960 $ 486,801 $ 3,876,760 9 E Allocated Costs (Depreciation) $ - $ - $ - $ - $ - $ - 10 Total Annual Cost of Operations $ 7,946,831 $ 1,731,219 $ 9,678,050 $ 8,722,128 $ 1,772,084 $ 10,494,212 11 Profit* $ 1,280,794 $ 130,307 $ 1,411,101 $ 1,405,749 $ 133,383 $ 1,539,132 Pass-Through Costs:
12 D Disposal costs $ 3,616,498 $ - $ 3,616,498 $ 3,728,302 $ - $ 3,728,302 13 E Interest expense $ 279,012 $ 108,651 $ 387,663 $ 361,483 $ 62,134 $ 423,617 14 Rate Review Consulting Fees $ 97,171 $ - $ 97,171 $ 97,171 $ - $ 97,171 15 Net Organic Materials Composting Costs $ 323,321 $ - $ 323,321 $ 1,432,416 $ - $ 1,432,416 16 Bad Debt Reconciliation $ - $ - $ - $ 73,804 $ - $ 73,804 17 Total Pass-Through Costs $ 4,316,001 $ 108,651 $ 4,424,652 $ 5,693,175 $ 62,134 $ 5,755,309 Adjustment for 6% Cap $ - $ - $ -
Contractor’s Comp before City Fees $ 13,543,626 $ 1,970,177 $ 15,513,803 $ 15,821,052 $ 1,967,601 $ 17,788,653 18 Contract City Fees:
25 Franchise Fees $ 5,376,679 $ 1,772,734 $ 7,149,413 $ 5,018,870 $ 1,211,900 $ 6,230,770 26 Total Contractor’s Compensation $ 18,920,305 $ 3,742,911 $ 22,663,216 $ 20,839,922 $ 3,179,501 $ 24,019,423 27 F,G,H
Revenue From Customer Billings $ 21,124,358 $ 22,988,902 Surplus/(Shortfall) $ (1,538,858) $ (1,030,521)
% Increase in Compensation 7.29% 4.48%
Operating Ratio 86.12% 93.00% 86.12% 93.00%

REPUBLIC SERVICES OF ALAMEDA COUNTY CITY OF UNION
CITY 2025/26 COMPENSATION AND RATE ADJUSTMENT

APPLICATION
2024/2025 FINAL 2025/2026 FINAL - RATE INCREASE
(Net of Stormwater Fee)
City Council/RSA Agenda 430 Tuesday, May 27, 2025
EXHIBIT 11.1.B

OPERATING STATISTICS AND PROCESSING COSTS
City Council/RSA Agenda 431 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 432 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 11.1.B

OPERATING STATISTICS AND PROCESSING COSTS
This Exhibit provides operating statistics and Processing costs that shall be used when determining Contractor’s Compensation.

A. ROUTE PRODUCTIVITY
Contractor developed Contractor’s Proposal and estimated its compensation requirement based on numerous route productivity assumptions. In order to ensure that the City continues, over the Term of the Agreement, to benefit from the Contractor’s Proposal, labor-related, vehicle-related, and other route costs shall not increase as a result of a decrease in the Contractor’s route productivity. In recognition of this limitation on Contractor’s Compensation, the route productivity assumptions listed in the following table shall be considered allowable route productivity levels for the purpose of determining Contractor’s Compensation when cost-based Rate adjustments are performed pursuant to Exhibit 11.2.C.

Service Route Productivity
Residential Solid Waste 89 accounts served/route hour
Residential Organic Materials (Recyclable Materials
Cart Contractor)
81 accounts served/route hour
Residential Clean-Up Program 4 accounts served/route hour Commercial Solid Waste 11.5 lifts/route hour
Commercial Recyclable Materials 8.5 lifts/route hour
Commercial Organic Materials 5.7 lifts/route hour
Debris Box Solid Waste 0.67 pulls/route hour
B. ALLOWABLE ROUTES
When the cost-based Rate adjustments are performed pursuant to Exhibit 11.2.C, the number of allowable routes that shall serve as the basis for the Contractor’s Compensation are listed in the table below. Note that the route list was prepared based on the Contractor’s Proposal and performance review conducted in 2014. Partial routes represent routes allocated across service segments or routes shared with other jurisdictions.

Routes Quantity/Day
Residential Solid Waste 4.0
Residential Organic Materials (Recyclable Materials Cart Contractor)

3.0 Residential Clean-Up Program 1.35
Commercial Solid Waste 2.0
Commercial Recyclables 1.4
Commercial Organic Materials 0.6
Drop Box Solid Waste 2.0
Bin and Cart Delivery 0.65
Total 15.00
City Council/RSA Agenda 433 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
The number of routes in any category may be different than shown above; however, the Contractor shall not be compensated for an increase in the total number of routes unless the Contractor demonstrates to the City the increase is a direct result of growth in the number of Customers served in the community or is a result of changes due to a City-approved special Rate adjustment as provided in Section 11.4 of the Agreement.

C. ALLOWABLE DRIVER LABOR HOURS
The Contractor developed Contractor’s Proposal and estimated its compensation requirement based on numerous assumptions related to provision of Collection services in the City, including assumptions with regards to the number of labor hours (payroll hours) that will be incurred by Collection vehicle drivers.

The number of driver labor hours significantly impacts the Contractor’s Compensation because it impacts labor-related costs and vehicle-related costs such as fuel, tires and tubes, parts, and supplies. In order to ensure that the City continues, over the Term of the Agreement, to benefit from the Contractor’s Proposal, vehicle-related costs shall not increase as a result of an increase in driver labor hours unless Contractor can demonstrate that the increased driver labor hours are necessary to provide service to additional Customers due to growth in the City or to adjust for changes in route hours due to a Cityapproved special Rate adjustment as described in Section 11.4 of this Agreement. In recognition of this limitation on Contractor’s Compensation, the total driver labor hours listed in the following table shall be considered allowable driver labor hours for the purpose of determining Contractor’s Compensation. The number of driver labor hours in any category may be different than shown below provided that the total driver labor hours is the basis for compensation.

Allowable Driver
Labor Hours
Routes Hours per
Day per
Route
Total Hours
Annually for
All Routes
Residential Solid Waste 10.25 10,6600
Residential Organic Materials (Recyclable
Materials Cart Contractor)

10.25 7,995
Residential Clean-Up Program 6.75 4,739
Commercial Solid Waste 9.25 4,810
Commercial Recyclables 5.25 1,911
Commercial Organic Materials 5.75 897
Drop Box Solid Waste 9.5 4,940
Bin and Cart Delivery* 3.25 1,099
Total 60.25 37,050
* The Bin and Cart Delivery hours per day are expected to increase over the contract term as the number of replacements increase. These increased hours will be an allowed cost during the cost-based review provided that the company shows documentation of the container delivery and replacement growth.

D. ALLOWABLE DEPRECIATION AND INTEREST AMOUNTS
City Council/RSA Agenda 434 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
Allowable annual depreciation and interest amounts to be included in the Contractor’s Compensation through Rate Year Twenty include the amounts in the following table. Thereafter, the depreciation and interest amounts shall be zero, unless otherwise agreed upon by the Parties.

Annual Allowable Depreciation and Interest Amounts
* These depreciation and interest amounts were agreed upon by the Parties for Rate Year TwentyOne through Rate Year Thirty.

If new vehicles or Containers (in addition to the new vehicles and Containers Contractor proposed purchasing and are reflected in the depreciation and interest amounts above) are acquired with City’s written approval to accommodate growth in the City at some point during the Term, the cost of the new equipment shall be depreciated using a depreciation method and period of depreciation agreed upon by the City and Contractor. If new vehicles or Containers are acquired with City’s written approval, this Section of this Exhibit shall be amended to reflect any changes in depreciation, interest, or lease amounts.

E. ALLOWABLE ORGANIC MATERIALS PER-TON PROCESSING COSTS The allowable per-ton Processing costs over the Term of the Agreement are based on Contractor’s Proposal to use the Approved Composting Site and are presented in the following table. The per-Ton Processing costs represent net Processing costs, which reflect the cost of Processing net of revenues Contractor earns from the sale of Compost Product or other Organic Materials products. The fee Republic Services Annual Depreciation
Collection & Other Vehicles $ 542,418
Residential Cart Replacement $ 108,886
Frontload Bin Refresh $ 62,279
Underserved Compost Carts $ 15,389
Cart/Bin/Dropbox Attrition $ 76,080
CNG Fueling Station $ 30,525
Subtotal $ 835,578
Tri-CED
Compost Carts $ 133,071
Subtotal $ 133,071
Total Depreciation $ 968,648
Republic Services Annual Interest
Cart/Bin Refresh $ 79,922
Interest/Year on Other Items $ 281,561
Subtotal $ 361,483
Tri-CED
Compost Carts $ 62,134
Subtotal $ 62,134
Total Interest $ 423,617
Interest Expense
Annual Depreciation
City Council/RSA Agenda 435 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
component of the per-Ton tipping fee shall reflect the amount of the City of San Jose Local Enforcement Agency Fee (LEA) and shall be adjusted annually to reflect then-current LEA fee.

The below table shall be used applied to adjustments in organic materials processing expense commending Rate Year Twenty-One (21):

F. ALLOWABLE RECYCLABLE MATERIALS PER-TON PROCESSING COSTS For the Processing of Recyclable Materials at the Approved Recyclable Materials Processing Facility, the Contractor shall not receive any per-Ton compensation through the Rates; however, Contractor shall be entitled to retain all revenues from the sale of Recyclable Materials Processed and marketed. Contractor agrees to a net Processing cost of zero dollars ($0.00) over the Term of the Agreement, which reflects Processing costs net of revenues Contractor earns from the sale of materials.

F. COMMERCIAL ORGANICS COLLECTION PROGRAM
Contractor shall provide a minimum of weekly Organics Materials collection service to all Customers with the exception of those Customers provided a waiver pursuant to SB 1383 requirements.

Rate
Period
Effective
Date
Base
Component
($/ton)
Government
Fee
Component
($/ton)
Total
($/Ton)
Base
Component
($/ton)
Government
Fee
Component
($/ton)
Total
($/Ton)
19 7/1/2024 $51.20 $0.25 $51.45 $86.52 $0.25 $86.77
20 7/1/2024 $85.48 $0.25 $85.73 $103.01 $0.25 $103.26
21 7/1/2025 $119.75 $0.25 $120.00 $119.75 $0.25 $120.00 22 7/1/2026 $123.34 $0.25 $123.59 $123.34 $0.25 $123.59 23 7/1/2027 $127.04 $0.25 $127.29 $127.04 $0.25 $127.29 24 7/1/2028 $130.85 $0.25 $131.10 $130.85 $0.25 $131.10 25 7/1/2029 $134.78 $0.25 $135.03 $134.78 $0.25 $135.03 26 7/1/2030 $138.82 $0.25 $139.07 $138.82 $0.25 $139.07 27 7/1/2031 $142.99 $0.25 $143.24 $142.99 $0.25 $143.24 28 7/1/2032 $147.28 $0.25 $147.53 $147.28 $0.25 $147.53 29 7/1/2033 $151.70 $0.25 $151.95 $151.70 $0.25 $151.95 30 7/1/2034 $156.25 $0.25 $156.50 $156.25 $0.25 $156.50 31 7/1/2035 $160.93 $0.25 $161.18 $160.93 $0.25 $161.18 32 7/1/2036 $165.76 $0.25 $166.01 $165.76 $0.25 $166.01 33 7/1/2037 $170.73 $0.25 $170.98 $170.73 $0.25 $170.98 34 7/1/2038 $175.86 $0.25 $176.11 $175.86 $0.25 $176.11 35 7/1/2039 $181.13 $0.25 $181.38 $181.13 $0.25 $181.38 Residential Organic Materials Commercial Organic Materials City Council/RSA Agenda 436 Tuesday, May 27, 2025

Union City/Republic Franchise Agreement
City Council/RSA Agenda 437 Tuesday, May 27, 2025
EXHIBIT 11.2.B

INDEX-BASED RATE ADJUSTMENT METHODOLOGY
City Council/RSA Agenda 438 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 439 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 11.2.B

INDEX-BASED RATE ADJUSTMENT METHODOLOGY

1. GENERAL
The City shall use the index-based Rate adjustment method described in this Exhibit to determine Maximum Rates for Rate Years 22 through 30 and if applicable, Rate Years 31 through 35.

The index-based adjustment involves application of an index to various costs that comprise the Total Contractor’s Compensation for the current Rate Year to determine the Total Contractor’s Compensation for the coming Rate Year. The difference (measured as a percentage) between the Total Contractor’s Compensation for the coming Rate Year and the Total Contractor’s Compensation for the then-current Rate Year is the Rate Adjustment Factor. The Rate Adjustment Factor is applied to the current Maximum Rates to determine the Maximum Rates for the coming Rate Year.

2. DEFINITIONS
Terms in upper case not otherwise defined in Article 1 of the Agreement or in this Exhibit are defined by reference to the line items in upper case as they appear in the Indexed Adjustment Example chart attached to this Exhibit (for example, Total Contractor’s Compensation, Cost of Operations, Profit, PassThrough Costs). In addition, the following terms are defined for the purposes of this Exhibit.

A. “Annual Percentage Change” means the average CPI value for the 12-month period from January through December of the then-current Rate Year minus the average CPI value for 12-month period from January through December of the most-recently completed Rate Year, divided by the average CPI value for the 12-month period from January through December of the most-recently completed Rate Year; or 5.0 percent whichever is less. The Annual Percentage Change shall be rounded to the nearest thousandth.

For Rate Year 22 (Fiscal Year 2026-2027), beginning on July 1, 2026, and for subsequent Rate Years thereafter, the rates shall be adjusted based on one-hundred percent (100.0%) of the average change in the CPI for the twelve (12) month period from January to December. Therefore, the first rate adjustment subject to this Index-based Rate adjustment method, effective July 1, 2026, will be based on the percentage change in CPI for the average CPI value from January 1, 2025, through December 31, 2025, compared to the average CPI value from January 1, 2024, through December 31, 2024, rounded to the nearest one-hundredth of a percent (1/100%). The CPI to be used shall be the series CUSR0000SEHG, Water and Sewer and Garbage Collection Services in U.S. city average, all urban consumers, seasonally adjusted.

For example, if the Contractor is preparing its rate application for Maximum Rates to be effective for Rate Year 22 (Rate Year 2026/2027), the Annual Percentage Change shall be calculated as follows: [(Average CPI for January 2024 through December 2025) – (Average CPI for January 2023 through December 2024)] / (Average CPI for January 2023 through December 2024).

B. “CPI” means the consumer price index and shall be the series CUSR0000SEHG, Water and Sewer and Trash Collection Services in U.S. City Average, all urban consumers, seasonally adjusted, compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor agency., using the following parameters:

City Council/RSA Agenda 440 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
CPI Parameters:

Area – U.S. City Average
Item – All Items
Base Period – index 1997 = 100
Seasonally adjusted
Frequency - Monthly
Series ID – CUSR0000SEHG
E. “Rate Cap Adjustment” means the amount to be included the Total Contractor’s Compensation if a cap on the Rate Adjustment Factor is applicable pursuant to Section 5 of Exhibits 11.2.B.

F. “Total Contractor’s Compensation” means the total amount to be used as a basis for determining the Rate Adjustment Factor. The Total Contractor’s Compensation does not reflect or in any way guarantee the Gross Rate Revenues that will be generated by Rates or retained by the Contractor.

3. TOTAL CONTRACTOR’S COMPENSATION FOR RATE YEAR TWENTY-ONE The Total Contractor’s Compensation for Rate Year Twenty-One is presented in Exhibit 11.1.A.

Profit is calculated using an 86.12% operating ratio for all costs except Recyclable Materials Cart Contractor’s (Tri-CED’s) Organic Materials Cart Collection services (excluding Processing costs for the Organic Materials) for which profit is calculated using a 93.0% operating ratio.

4. ADJUSTMENT OF TOTAL CONTRACTOR’S COMPENSATION
The cost components of the Total Contractor’s Compensation shall be adjusted in the following manner.

Separate calculations shall be performed for Recyclable Materials Cart Contractor costs as illustrated in the example in Section 7 of this Exhibit.

A. Total Annual Cost of Operations
(1) Labor-Related Costs. The Labor-Related Costs of the then-current Total Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in the CPI. (2) Diesel Fuel Costs. The Diesel Fuel Costs of the then-current Total Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in the CPI. (3) CNG Fuel Costs. The CNG Fuel Costs of the then-current Total Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in the CPI. (4) Recyclable Materials Processing Costs. The Recyclable Materials Processing Costs shall equal zero.
(5) Approved Composting Site LEA Fee Reconciliation. The amount of the Approved Composting Site LEA Fee reconciliation (if any) pursuant to Section 11.2.E of the Agreement and shall be included with the forecasted Organic Materials Processing costs. (6) Other Costs. Other Costs of the then-current Total Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in the CPI Rate Year.

City Council/RSA Agenda 441 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
(7) Direct Depreciation. Direct Depreciation is $835,578 per year for Contractor and $133,071 for Recyclable Materials Cart Contractor and shall not be adjusted over the Term of the Agreement.
(8) Allocated Costs (Labor, Vehicle, General and Administrative, and Other Costs). The Allocated Costs (Labor, Vehicle, General and Administrative, and Other Costs) of the thencurrent Total Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in the CPI.
(9) Allocated Costs (Depreciation). The Allocated Costs (Depreciation) is $0 per year and shall not be adjusted over the Term of the Agreement.
(10) Total Annual Cost of Operations. The Total Annual Cost of Operations for the coming Rate Year shall equal the sum of costs calculated in subsections (1) through (11) above.

B. Profit. Profit for the coming Rate Yearshall be determined by calculating profit: (i) on Contractor’s costs excluding costs for services subcontracted to Tri-CED, and (ii) on Tri-CED costs for services subcontracted to Tri-CED. For the purposes of these calculations, the cost of Processing Residential Organic Materials shall not be included in Tri-CED’s costs but rather in Contractor’s costs as these services are provided by Contractor. The profit shall be calculated in the following manner:
(1) Profit on Contractor’s costs excluding Tri-CED costs = [(Total Cost of Operations for the coming Rate Year – Total Cost of Operations for Tri-CED’s Subcontracted services for the coming Rate Year) / 86.12%] – (Total Cost of Operations for the coming Rate Year – Total Cost of Operations for Tri-CED’s Subcontracted services for the coming Rate Year). (2) Profit on Tri-CED costs for Subcontracted services = [(Total Cost of Operations for Tri-CED’s Subcontracted services for the coming Rate Year) / 93.0%] – (Total Cost of Operations for TriCED’s Subcontracted services for the coming Rate Year). (3) Total Profit = The sum of the profit calculated in subsections (1) and (2) above.

C. Pass-Through Costs
(1) Disposal Costs for Solid Waste, Bulky Item, and Major Appliance. The Disposal Costs for Solid Waste, Bulky Items, and Major Appliances = [Disposal Costs for the then-current Total Contractor’s Compensation / (average per-Ton Disposal Fee used when calculating Rates for the then-current Rate Year)] x [(then-current Disposal Fee for the Designated Transfer Station + the projected Disposal Fee for the Designated Transfer Station for coming year) / 2]. Note that the Disposal Fee for the Designated Transfer Station is adjusted annually on January 1 and July 1 of each year. As a result, the formula presented here averages the Disposal Fee of two years to correlate to the Contractor’s Rate Year. (2) Interest Expense. Interest Expense is $361,484 per year for Contractor and $62,134 for Recyclable Materials Cart Contractor and shall not be adjusted over the Term of the Agreement.

City Council/RSA Agenda 442 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
(3) Direct Lease Costs. Direct Lease Costs are $0 per year and shall not be adjusted over the Term of the Agreement.
(4) Allocated Lease Costs. Allocated Lease Costs are $0 per year and shall not be adjusted over the Term of the Agreement.
(5) Rate Application Review Costs. An amount agreed upon by the City and Contractor to reimburse the Contractor for payment of the City’s costs, including consulting and legal fees, associated with review of Contractor’s Compensation Adjustment Application, determination of Maximum Rates, and associated with the performance review described in Section 14.13 or other reviews conducted by the City. The Rate Application Review Costs of the then-current Total Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in the CPI Rate Year.
(6) Designated Transfer Station Disposal Fee Reconciliation. The amount of the Designated Transfer Station Disposal fee reconciliation adjustment (if Contractor incurred a net additional Designated Transfer Station Disposal cost) pursuant to Section 11.2.E (Facility Cost Reconciliation) of the Agreement shall be included as a pass-through cost. (7) Residential and Commercial Organic Materials Processing Costs. The amount of the sum of the Residential and Commercial Organic Materials processing expense shall be treated as a pass-through cost in Contractor’s Compensation Adjustment Application. (8) Bad Debt Reconciliation. Bad Debt shall be included in Contractor’s Compensation as a passthrough expense and shall be calculated as follows for the Term. a) Rate Year 21 – one (1) percent of the calculated Revenue Requirement approved by the City for Contractor.
b) Rate Year 22 – the amount calculated for Rate Year 21 plus fifty (50) percent of the actual Bad Debt accrued by Contractor during July 1 through April 1 of Rate Year 21 (July 1, 2025 through April 1, 2026)
c) Rate Year 23 – the actual amount accrued by Contractor during July 1 through April 1 of Rate Year 22 (July 1, 2026 through April 1, 2027). d) Rate Year 24 through 30 – the actual amount accrued from July 1 through April 1 of the previous Rate Year.

Contractor’s Compensation Application due on March 1 shall include Contractor’s projected Bad Debt calculations. City shall approve an amendment to Contractor’s Compensation Application submitted timely (by March 1) with regard to the amount of Bad Debt calculated pursuant to the above prescribed schedule and process since the applicable Bad Debt is accrued through April 1, while Contractor’s Compensation Adjustment Application is due on March 1.

The above process to adjust for and include projected or calculated Bad Debt in the annual Revenue Requirements shall be predicated on Contractor adhering to the Bad Debt Recovery Escalation Plan (Exhibit 15) to the City’s reasonable satisfaction. If the City deems for good cause that the Bad Debt Recovery Escalation Plan was not managed to the City’s City Council/RSA Agenda 443 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
reasonable satisfaction, the City reserves the right to deny an increase in the next annual adjustment to Bad Debt compensation paid to Contractor and the City may reduce the Bad Debt compensation paid to Contractor based on the City’s good cause determination. (9) Total Pass-Through Costs. Total Pass-Through Costs for the coming Rate Year shall equal costs calculated in subsections (1) through (8) above.

D. Rate Cap Adjustment. The Rate Cap Adjustment amount (if applicable) shall be the “Contractor’s share of the Rate Cap Adjustment” determined in accordance with Section 5 of this Exhibit.

E. Total Contractor’s Compensation before City Fees. The Total Contractor’s Compensation before City Fees shall be the sum of the Total Annual Cost of Operations, Profit, Total Pass-Through Costs, and Rate Cap Adjustment for the coming Rate Year.

F. City Fees
(1) Franchise Fee. Franchise Fee shall be determined by City. (2) Total City Fees. The Total City Fees including the Franchise Fee and other City Fees for the coming Rate Year shall be determined by the City. Note that Total City Fees intentionally excludes the Agreement extension fee described in Section 10.7 of the Agreement as Contractor agreed that this fee is not to be funded through or recovered from the Rates.

G. Total Contractor’s Compensation. The Total Contractor’s Compensation for the coming Rate Year shall equal the sum of the Total Annual Cost of Operations, Profit, Total Pass-Through Costs, Rate Cap Adjustment, and Total City Fees for the coming Rate Year.

5. RATE CAP ADJUSTMENT
A. Annual Rate Cap On Maximum Rates. In any Rate Year the calculation of the CPI exceeds five percent (5.0%), the total adjustment in Contractor’s Cost of Operations for that year shall be a maximum of five percent (5.0%). If the cpi adjustment exceeds five percent (5.0%), the amount above five percent (5.0%) shall be rolled over to the subsequent Rate Year. If the CPI adjustment is negative (after accounting for any applicable rollover percentages from prior years), there will be no adjustment to Contractor’s Cost of Operations for that year.

6. ADJUSTMENT OF MAXIMUM RATES
Each then-current Maximum Rate shall be multiplied by the Final Rate Adjustment Factor (determined in accordance with Section 5 of this Exhibit) to calculate the effective Maximum Rate for the coming Rate Year.

City Council/RSA Agenda 444 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 445 Tuesday, May 27, 2025
EXHIBIT 11.2.C

RESERVED
City Council/RSA Agenda 446 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 447 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
City Council/RSA Agenda 448 Tuesday, May 27, 2025
EXHIBIT 12.3

PERFORMANCE BOND
City Council/RSA Agenda 449 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 450 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 12.3 ─ PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:

That, California Corporations, as
PRINCIPAL, and , a Corporation
organized and doing business by virtue of the laws of the State of California, and authorized for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertakings required or authorized by the laws of the State of California, as SURETY, are held and firmly bound to the CITY OF UNION CITY, a Municipal Corporation of the State of California, hereinafter called OBLIGEE, in the penal sum of Four Million TwentyFour Thousand Seven Hundred Eighty Two dollars ($4,024,782) lawful money of the United States, for the payment of which, well and truly to be made, we and each of us hereby bind ourselves, and our and each of our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH THAT:

WHEREAS, the above bounden PRINCIPAL has entered into a contract on ___________, 2025, entitled "SOLID WASTE, RECYCLABLE MATERIALS, AND ORGANIC MATERIALS COLLECTION SERVICES” with the OBLIGEE, to do and perform the following work, to wit: Collect, Transport, Process, and Dispose of Solid Waste, Recyclable Materials, and Organic Materials generated within the City of Union City, in accordance with the contract.

NOW, THEREFORE, if the above bounden PRINCIPAL shall well and truly perform, or cause to be performed each and all of the requirements and obligations of said contract to be performed by said PRINCIPAL, as in said contract set forth, then this BOND shall be null and void; otherwise, it shall remain in full force and effect.

And the said Surety, for value received hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying the same shall in any wise affect its obligations on this BOND, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications; provided, however, that under no circumstances shall the SURETY’s obligation to the City under the Agreement be greater or different than PRINCIPAL’s obligation under the Agreement, including any amendments or modifications thereto with the exception of the specific and unique obligations under taken by the SURETY as described in this BOND.

IN WITNESS WHEREOF, said PRINCIPAL and said SURETY have caused these presents to be duly signed and sealed this _____ day of __________, 2017.

By: By:
(PRINCIPAL) (SURETY)
(SEAL) (SEAL)
By: By:

By: By:
(ATTORNEY IN FACT) (ATTORNEY IN FACT)
(SEAL) (SEAL)
(Signatures of Principal and Surety must be acknowledged by a Notary Public) City Council/RSA Agenda 451 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 452 Tuesday, May 27, 2025
EXHIBIT 12.4

GUARANTY AGREEMENT
City Council/RSA Agenda 453 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 454 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 12.4

GUARANTY AGREEMENT
THIS GUARANTY (the “Guaranty) is given as of the ____ day of _______________, 2025.

THIS GUARANTY is made with reference to the following facts and circumstances:

A. Allied Waste Services of North America, LLC, hereinafter (“Contractor”) is a corporation organized under the laws of the State of Delaware, all of the issued and outstanding stock of which is owned by Republic Services, Inc. (Guarantor).

B. Contractor and the City of Union City (“City”) have negotiated an Agreement for Solid Waste, Recyclable Materials, and Organic Materials Collection Services dated as of _______________, 2015 (hereinafter “Agreement”). A copy of this Agreement is attached hereto.

C. It is a requirement of the Agreement, and a condition to the City entering into the Agreement, that Guarantor guaranty Contractor’s performance of the Agreement.

D. Guarantor is providing this Guaranty to induce the City to enter into the Agreement.

NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows:

1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally guarantees to the City the complete and timely performance, satisfaction and observation by Contractor of each and every term and condition of the Agreement, which Contractor is required to perform, satisfy, or observe. In the event that Contractor fails to perform, satisfy or observe any of the terms and conditions of the Agreement, Guarantor shall promptly and fully perform, satisfy or observe them in the place of Contractor or cause them to be performed, satisfied or observed. Guarantor hereby guarantees payment to the City of any damages, costs, or expenses which might become recoverable by the City from Contractor due to its breach of the Agreement.

2. Guarantor’s Obligations Absolute. The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional and unlimited, and with respect to any payment obligation of Contractor under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditional upon the genuineness, validity, regularity or enforceability of the Agreement. In any action brought against the Guarantor to enforce, or for damages for breach of, its obligations hereunder, the Guarantor shall be entitled to all defenses, if any, that would be available to Contractor in an action to enforce, or for damages for breach of, the Agreement (other than discharge of, or stay of proceedings to enforce, obligations under the Agreement under bankruptcy law).

3. Waivers. Except as provided herein the Guarantor shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under this Guaranty for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of Contractor; (2) the actual or purported rejection by a trustee in bankruptcy of the Agreement, or any limitation on any claim in bankruptcy resulting City Council/RSA Agenda 455 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
from the actual or purported termination of the Agreement; (3) any waiver with respect to any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of the City’s rights or remedies against Contractor; or (4) any merger or consolidation of Contractor with any other corporation, or any sale, lease or transfer of any or all the assets of Contractor. Without limiting the generality of the foregoing, Guarantor hereby waives the rights and benefits under California Civil Code §2819.

The Guarantor hereby waives any and all benefits and defenses under California Civil Code §2846, 2849, and 2850 as may be amended from time to time, including without limitation, the right to require the City to (a) proceed against Contractor, (b) proceed against or exhaust any security or collateral the City may hold now or hereafter hold, or (c) pursue any other right or remedy for Guarantor’s benefit, and agrees that City may proceed against Guarantor for the obligations guaranteed herein without taking any action against Contractor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral the City may hold now or hereafter hold. The City may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Contractor or any other guarantor or pledgor without impairing the City’s rights and remedies in enforcing this Guaranty.

The Guarantor hereby waives and agrees to waive at any future time at the request of the City to the extent now or then permitted by applicable law, any and all rights which the Guarantor may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty.

Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder: (a) at any time or from time to time, without notice the Guarantor, performance or compliance herewith is waived; (b) any security for any obligation of Contractor under the Agreement is released or exchanged in whole or in part or otherwise dealt with; and (c) any assignment of the Agreement is effected which does not require the City’s approval.

The Guarantor hereby expressly waives, diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of nonpayment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, Guarantor’s obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from the City as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by Guarantor or Contractor prior to such avoidance or recovery, and (b) payment in full of any obligations then outstanding.

4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of the Agreement have been fully performed or otherwise discharged and Guarantor shall remain fully responsible under this Guaranty without regard to the acceptance by the City of any performance bond or other collateral to assure the performance of Contractor’s obligations under the Agreement. Guarantor shall not be released of its obligations hereunder so long as there is any claim by the City against Contractor arising out of the Agreement based on Contractor’s failure to perform which has not been settled or discharged.

City Council/RSA Agenda 456 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

5. No Waivers. No delay on the part of the City in exercising any rights under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to or demand on Guarantor shall be a waiver of any obligation of Guarantor or right of the City to take other or further action without notice or demand. No modification or waiver of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by the City and by Guarantor, nor shall any waiver be effective except in the specific instance or matter for which it is given.

6. Attorney’s Fees. In addition to the amounts guaranteed under this Guaranty, Guarantor agrees in the event of Guaranty’s breach of its obligations including to pay reasonable attorney’s fees and all other reasonable costs and expenses incurred by the City in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder.

7. Governing Law: This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws, rules for all purposes including, but not limited to, matters of construction, validity and performance. Guarantor agrees that any suit, action, and other proceeding brought by the City or other party to enforce this Guaranty may be brought and concluded in the courts of the State of California, in Alameda County or Federal District court for northern California, which shall have exclusive jurisdiction over such suit, action, or proceeding. Guarantor appoints the following person as its agents for service of process in California:

General Manager
CT Corporation Systems
818 West 7th Street, Ste 930
Los Angeles, CA 90017
With a copy by certified mail to:

Tim Benter, Vice President and Deputy General Counsel
Republic Services
15800 North Allied Way, Phoenix, AZ 85054
[email protected]
(480) 627-7153

8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity shall have not effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect.

9. Binding on Successors. This Guaranty shall inure to the benefit of the City and its successors and shall be binding upon Guarantor and its successors, including transferee(s) of substantially all of its assets and its shareholder(s) in the event of its dissolution or insolvency.

10. Authority. Guarantor represents and warrants that it has the corporate power and the authority to give this Guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Article of Incorporation and By-Laws, and that the person signing this Guaranty on its behalf has the authority to do so.

City Council/RSA Agenda 457 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

11. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows:

To the City: City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, CA 94587
with a copy to the City Attorney at the same address.

To the Guarantor: Joe Chu
General Manager
Allied Waste Services of Alameda County
42600 Boyce Rd.

Fremont, CA 94538
(510) 354-2451
[email protected]
With a copy to: Jo Lynn White, Esq.

Corporate Secretary
Republic Services
15800 North Allied Way
Phoenix, AZ 85054
IN WITNESS WHEREOF, the City and Guarantor have executed this Agreement as of the day and year first above written.
(Remainder of page intentionally left blank)
City Council/RSA Agenda 458 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
GUARANTOR:

Republic Services, Inc.

By: ________________________________
(sign here)
________________________________
(print name/title)
By: _____________________________
(sign here)
________________________________
(print name/title)

CITY OF UNION CITY
A Municipal Corporation
_________________________________
Joan Malloy
City Manager
APPROVED AS TO FORM:

City Attorney
_________________________________
Kristopher Kokotaylo
City Attorney
Proper notarial acknowledgment of execution by Guarantor must be attached.

Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.

City Council/RSA Agenda 459 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 460 Tuesday, May 27, 2025
EXHIBIT 13.5

SCHEDULE FOR LIQUIDATED DAMAGES
City Council/RSA Agenda 461 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 462 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 13.5

SCHEDULE FOR LIQUIDATED DAMAGES
Contractor may be assessed Liquidated Damages if Contractor fails to fulfill its obligations with regards to the events listed in this Exhibit in accordance with the terms and conditions of the Agreement with regards to the time frame for accomplishing each event and nature of the responsibility associated with the event unless otherwise stated in this Exhibit.

COLLECTION RELIABILITY

1. Start New Customer. For each failure over 12 during Rate Year to commence service to a new Customer within 7 calendar days after order received and account number established.
$253.07/
event

2. Missed Pick-Ups. For each failure over 24 during Rate Year to Collect Solid Waste, Recyclable Materials, or Organic Materials, which has been properly set out for Collection by a Customer on the scheduled Collection day. $253.87/
event

3. Consecutive Missed Pick-Ups. For each failure to Collect Solid Waste, Recyclable Materials, or Organic Materials which has been properly set out for Collection, from the same Customer on 2 consecutive scheduled pick ups.
$253.87/
event

3.1 Untimely Scheduling of Bulky Item Pick-Ups. For each failure to schedule and perform a Bulky Item Pick-Up within twenty-one (21) days of Customer’s request pursuant to Sections 5.5 and 5.6 of the Agreement. $253.87/
event

COLLECTION QUALITY

4. Leaks, Litter or Spills. For each occurrence over 24 during the Rate Year of unreasonable leaks, litter, or spills of Solid Waste, Recyclable Materials, or Organic Materials near Containers or on public streets and failure to pick up or clean up such material immediately.
$253.87/
event

5. Improper Container Placement. For each occurrence over 24 during the Rate Year of failure to replace Containers in original position, upright, with lids attached to or on Carts or Bins.
$253.87/
event

6. Care of Private Property. For each failure over 24 during the Rate Year of not closing a Customer’s gate, crossing planted areas, or damaging private property (including private vehicles).
$253.87/
event

7. Repair of Private Property. For each occurrence over 5 during the Rate Year of failure to repair damage to property within 30 days of the date the damage was reported.
$253.87/
event

8. Unauthorized Collection Hours. For each occurrence over 12 the during Rate Year of Collecting Solid Waste, Recyclable Materials, or Organic Materials during unauthorized hours.
$253.87/
event

9. Excessive Noise. For each occurrence over 12 during the Rate Year of excessive noise.
$253.87/
event
City Council/RSA Agenda 463 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

10. Non-Collection Tags. For each failure over 12 during the Rate Year of not tagging Containers which have not been Collected explaining the reason for non-Collection.
$253.87/
event

11. Discourteous Behavior. For each occurrence of discourteous behavior by Collection vehicle personnel, Customer service personnel, or other employees of Contractor.
$253.87/
event

12. Injuries to Others. For each incident of personal injury to a Person requiring medical treatment or hospitalization, where the negligence of the Contractor or its personnel was a contributing factor to the injury . $8,461.33/
incident

CUSTOMER SERVICE RESPONSIVENESS

13. Call Responsiveness. For each failure to answer the telephone during business hours specified in the Agreement or failure for answering machine to record call during non-business hours specified in the Agreement.
$507.69/
event

14. 3-Minute Call Hold Time. Failure to answer 100 percent of calls received during office hours within 3 minutes.
$3.39 per call
for each call
not
answered in
accordance
with the
standard

15. After-Hours Call Returns. Failure to return 100 percent of calls received on Contractor’s answering machine by 5:00 p.m. of the Business Day following receipt of the Complaint or service request.
$3.39 per call
not returned
in
accordance
with the
standard

16. Respond to Complaint or Service Request. For each failure over 24 during the Rate Year to inform Customer, within one Business Day of receipt of the Complaint or service request, of the action Contractor will take to remedy a Complaint or to respond to a service request. $253.87/
event

17. Resolve Complaint or Service Request. For each failure to resolve or remedy a Complaint or service request within five Business Days of receipt of Complaint or service request with the exception of missed pick-ups which are addressed in Items 1 and 2 of this Exhibit.
$253.87/
event

REPORTING AND NOTICING

18. Monthly Reports. Failure to submit monthly reports in the timeframe specified in this Agreement.
$423.11/ day report
is overdue

19. Quarterly Reports. Failure to submit quarterly reports in the timeframe specified in this Agreement.
$422.84/ day report
is overdue

20. Annual Reports. Failure to submit annual reports in the timeframe specified in this Agreement.
$422.84/ day report
is overdue
City Council/RSA Agenda 464 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement

21. Inaccurate Data. For submittal of substantially inaccurate data in the monthly, quarterly, and/or annual reports.
$846.16/occurrence

22. Application for Contractor’s Compensation. Failure to submit application for Contractor’s Compensation in accordance with the timeframe established in the Agreement.
$507.69/ day report
is overdue

PUBLIC EDUCATION AND OUTREACH

23. Failure to prepare and distribute “how-to” brochure/calendar (service guide) to new Residential Customers within 30 days of Customer commencing service.
$253.87/ day for each
day until mailer is
sent

24. Failure to prepare and distribute to residents door hanger, flyer or mailer to Customers regarding specific Collection day, holiday, holiday tree, and cleanup events.
$253.87/ day for each
day until mailer is
sent

25. Failure to prepare and distribute “how-to” brochures (service guide) to new Commercial Customers within 30 days of Customers commencing service.
$253.87/ day

26. Failure to distribute periodic update for Holiday tree recycling on or before December 25 of each year.
$253.87/ day for each
day until mailer is
sent (not to exceed
$1,000)

27. Failure to develop and implement outreach program for individual Commercial sectors.
$253.87/ day

28. Failure to participate in special events listed in this Agreement. $507.69/ event-day

29. Failure to comply with one or more requirements for the Contractor’s website pursuant to Section 7.4.1 of the Agreement (e.g., failure to provide Collection schedule and map for Customers, Rates, description of services, email capabilities, bill payment capabilities, etc.).
$377.26/ day

30. Failure to conduct one or more annual visits to schools or school presentations as required by Section 7.1.E of the Agreement. $507.69/ event for
each event not
conducted in a given
Rate Year

31. Failure to prepare and distribute one or more public education mailers, flyers or other printed materials by the date presented in the Annual Public Education Plan and agreed upon by the Parties or the end of the Rate Year if no date is specified in the Annual Public Education Plan.
$253.87/ day for each
day until the
materials are
distributed

32. Failure to conduct annual technical assistance efforts for each NonParcelized Multi-Family and Commercial Customer including site visits.
$507.69/ Multi-Family
or Commercial
Customer

33. Failure to conduct presentations or other requirements of the Annual Public Education Plan by the date presented in the Annual Public Education Plan and agreed upon by the Parties or the end of the Rate Year if no date is specified in the Annual Public Education Plan.
$253.87/ day for each
day until the
requirement has been
fulfilled
City Council/RSA Agenda 465 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
OTHER

34. Disposal of Recyclable Materials or Organic Materials. For each Ton of Recyclable Materials or Organic Materials Disposed of without written approval of the City.
$423.11/ ton

35. Use of Unauthorized Facilities. For each Ton of Recyclable Materials, Organic Materials, Solid Waste, Bulky Items, or Major Appliances delivered to a facility not approved for use under the provisions of this Agreement for Processing, transfer, or Disposal of such material. $423.11/ ton

36. Sharps Program. Failure to offer and promote the Sharps Mail-Back program described in Section 7.7 of the Agreement.
$507.69 per day for
each day the
program in not
available

37. Excessive Contamination Levels. Failure to achieve Contamination Level(s) specified in Sections 6.4.B.2 of the Agreement. For each Characterization performed in accordance with Exhibit 6.4 that results in a Contamination Level of a material stream that is greater than ten percent (10%) by weight for Organic Materials or Food Scraps or greater than twenty percent (20%) by weight for Recyclable Materials. $118.91/ Ton for
each Ton of excess
Contamination and
then adjusted
annually thereafter in
accordance with
Section 13.5.C

38. Other. Failure to perform any of the obligations set forth in this Agreement not specifically stated above and not corrected or proceeding in good faith to correct within twenty-four (24) hours upon twenty-four (24) hour Notification by City.
$253.87/ incident or
$253.87/ day for
each day of noncompliance
In placing Designee’s initials at the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each party has had ample opportunity to consult with legal counsel and obtain an explanation of Liquidated Damage provisions of the time that the Agreement was made.

Contractor City
Initial Here: Initial Here:

City Council/RSA Agenda 466 Tuesday, May 27, 2025
EXHIBIT 14.14

IRAN CONTRACTING CERTIFICATION
City Council/RSA Agenda 467 Tuesday, May 27, 2025
This page intentionally left blank
City Council/RSA Agenda 468 Tuesday, May 27, 2025
EXHIBIT 14.14

IRAN CONTRACTING CERTIFICATION
Pursuant to Public Contract Code Section 2200 et seq., (“Iran Contracting Act of 2010”), Contractor certifies that:
(1) Contractor is not identified on the list created by the California Department of General Services (“DGS”) pursuant to California Public Contract Code Section 2203(b) as a Person engaging in investment activities in Iran; and
(2) Contractor is not a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another Person, for forty-five (45) Days or more, if that Person will use the credit to provide goods or services in the energy sector in Iran and is identified on the DGS list made pursuant to Section 2203(b).

As used herein, “Person” shall mean a “Person” as defined in Public Contract Code Section 2202(e).

I, the official named below, CERTIFY UNDER PENALTY OF PERJURY, that I am duly authorized to legally bind the Contractor to this Certification, which is made under the laws of the State of California. ______________________________________ (“Contractor”)
By:___________________________________ (Signature)
Name:________________________________ (Printed Name)
Title:_________________________________
Date:_________________________________
City Council/RSA Agenda 469 Tuesday, May 27, 2025
EXHIBIT 15

BAD DEBT RECOVERY ESCALATION PLAN
City Council/RSA Agenda 470 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
This page intentionally left blank
City Council/RSA Agenda 471 Tuesday, May 27, 2025

Franchise Agreement
EXHIBIT 15

BAD DEBT RECOVERY ESCALATION PLAN
Republic Services commits to executing a Bad Debt Recovery Escalation Plan to minimize the effects of bad debt on all parties involved. The plan is outlined below and will be followed for residential accounts that are past due on payment:
• Five (5) days past due –
• First (1st) Email Notice sent to customer notifying customer that they are past due. If no email on file, customer shall receive a phone call.
• Ten (10) Days Past Due –
• First (1st) Direct Phone Contact by Republic Services representative • Second (2nd) Email Notice sent to customer notifying customer that they are past due. • Fifteen (15) Days Past Due –
• Third (3rd) Email Notice
• First (1st) Demand Intent Letter sent via certified mail to customer. This correspondence shall include an explanation of payment options to facilitate collection of past due monies, while ensuring service continues uninterrupted. • Forty-Five (45) Days Past Due –
• Fourth (4th) Email Notice
• Second (2nd) Direct Phone Contact to establish a payment plan with the customer. • Second (2nd) Demand Intent Letter sent via certified mail to customer. • Sixty (60) Days Past Due –
• Third (3rd) and Final Direct Phone Contact to establish payment plan and notify customer of pending service interrupt, and transfer of account to collection agency. • Fifth (5th) Email Notice
• First (1st) Service Interrupt Intent Letter sent via certified mail notifying customer that their service will be suspended if the outstanding balance is not paid. • Seventy (70) Days Past Due –
• Robo-call Phone Message every other day (13 Calls)
• Ninety (90) Days Past Due –
• Final Direct Phone Contact
• Final Email Notice
• Final Service Interrupt Intent Letter sent via certified mail. This Letter shall include the following:
• payment plan options
• notice of service interrupt
• notice of transfer of account to collection agency
• notice of violation of City Municipal Code and potential Code Enforcement actions
• Ninety-Five (95) Days Past Due –
• Submit past-due amount to collection agency
• One-Hundred Twenty (120) Days Past Due –
• Account placed on "Service Interrupt"
• Service Interrupt Notice sent
City Council/RSA Agenda 472 Tuesday, May 27, 2025

Franchise Agreement
In addition to the process above, Republic Services will submit a Bad Debt Aging report to the City on a monthly basis.

Tables 1-5 below provides an example of the Bad Debt calculations for Rate Years 21 (2025-2026) through 23 (2027-2028). This example is provided to memorialize the calculations agreed to by the parties to potentially mitigate the loss of revenue that may be associated with Bad Debt aging from direct billing of Residential Customers.

1. 2024-25 & 2025-26 BASE DETAIL
Contractor's Compensation and City Fees 2024-25
Actual
2025-26
Estimate
Republic Services % Increase
Total Contractor's Compensation (Residential and Commercial) $ 15,513,803 $ 17,375,459 12.0% Total City Fees $ 7,149,413 $ 7,675,734 7.4%
Revenue Requirement $ 22,663,216 $ 25,051,193 10.5%
Residential Only (tax roll) Revenue (includes City Fees) $ 8,382,783 $ 9,388,717 12.0% City Fees - Franchise Fees $ 7,149,413 $ 7,675,734 7.4% RS - Residential (tax roll) Compensation (includes City Fees) $ 8,382,783 $ 9,388,717 12.0% City Fees $ 2,699,123 $ 2,900,308 7.5%
Tri-CED
Residential Only (tax roll) Revenue (includes City Fees) $ 4,083,988 $ 4,574,066 12.0% Total Contractor's Compensation $ 3,449,604 $ 3,863,556 12.0% Total City Fees $ 799,851 $ 882,641 10.4%
Revenue Requirement $ 4,249,455 $ 4,746,197 11.7%
City Fees - Franchise Fees $ 799,851 $ 882,641 10.4%
Combined
Total Contractor's Compensation $ 18,963,407 $ 21,239,016 12.0% Total City Fees $ 7,949,264 $ 8,558,375 7.7%
Revenue Requirement $ 26,912,671 $ 29,797,391 10.7%
City Council/RSA Agenda 473 Tuesday, May 27, 2025

Franchise Agreement

2. 2025-26 CALCULATION
Residential Only 2024-25 Tax Roll
Actual % City Fees 2025-26 % Revenue % City Fees
Republic Services (RS) Revenue Requirement (includes City Fees) $ 8,382,783 $ 9,388,717 66.42% City Fees $ 2,699,123 32.20% $ 2,900,308 30.89%
Tri-CED (TC) Revenue Requirement (includes City Fees) $ 4,249,455 $ 4,746,197 33.58% City Fees $ 799,851 18.82% $ 882,641 18.60%
Total Revenue Requirement $ 12,632,238 $ 14,134,914 $ 14,134,914 Ck Total City Fees $ 3,498,974 $ 3,782,949
Bad Debt % 1.00%
Total Bad Debt Included in Compensation $ 141,349
RS - Bad Debt Allocation $ 93,887
City Fees $ 29,003
RS - Prospective Bad Debt Compensation $ 64,884
TC - Bad Debt Allocation $ 47,462
City Fees $ 8,826
TC - Prospective Bad Debt Compensation $ 38,636
City Fees - Prospective Bad Debt Allocation $ 37,829
Revenue Requirement
RS - Revenue Requirement (includes City Fees & Bad Debt) $ 9,482,604 TC - Revenue Requirement (includes City Fees & Bad Debt) $ 4,793,659 Total Revenue Requirement $ 14,276,264
Contractor's Compensation
RS - Total Contractor's Compensation (excludes Bad Debt) $ 6,488,409 City Fees $ 2,900,308
TC - Total Contractor's Compensation (excludes Bad Debt $ 3,863,556 City Fees $ 882,641
RS - Total Contractor's Compensation (includes Bad Debt) $ 6,553,293 TC - Total Contractor's Compensation (includes Bad Debt) $ 3,902,192 Total City Fees (includes Bad Debt) $ 3,820,778
Total Revenue Requirement $ 14,276,264
City Council/RSA Agenda 474 Tuesday, May 27, 2025

Franchise Agreement

3. 2026-27 CALCULATION
Residential Only 2025-26 2026-27 % Revenue % City Fees % Increase Republic Services (RS) Revenue Requirement (includes City Fees) $ 9,388,717 $ 9,858,153 66.21% 5.0% RS Total Contractor's Compensation $ 6,488,409 $ 6,812,829 5.0% City Fees - Franchise Fee $ 2,900,308 $ 2,994,195 30.37% 3.2% Tri-CED
Tri-CED (TC) Revenue Requirement (includes City Fees) $ 4,746,197 $ 5,032,101 33.79% 6.0% TC Total Contractor's Compensation $ 3,863,556 $ 4,056,734 5.0% City Fees - Franchise Fees $ 882,641 $ 975,367
Total City Fees $ 882,641 $ 975,367 19.38%
Actual Bad Debt $ 280,000
Projected Bad Debt $ 141,349
50% of Variance $ 69,325
RS - Bad Debt Allocation $ 45,897 66.21%
City Fees $ 13,940 30.37%
RS - Prospective Bad Debt Compensation $ 31,957
TC - Bad Debt Allocation $ 23,428 33.79%
City Fees $ 4,541 19.38%
TC - Prospective Bad Debt Compensation $ 18,887
RS - Contractor's Compensation $ 6,488,409 $ 6,812,829 5.00% RS - Prospective Bad Debt $ 64,884 $ 96,841 49.25%
Total RS Contractor's Compensation $ 6,553,293 $ 6,909,670 5.44% TC - Contractor's Compensation $ 3,863,556 $ 4,056,734 5.00% TC - Prospective Bad Debt $ 38,636 $ 57,523 48.89%
Total TC Contractor's Compensation $ 3,902,192 $ 4,114,257 5.43% City Fees $ 3,782,949 $ 3,969,562 4.93%
City Fees Prospective Bad Debt Allocation $ 37,829 $ 56,311 48.85% Total City Fees $ 3,820,778 $ 4,025,873 5.37%
Revenue Requirement
RS - Revenue Requirement (includes City Fees & Bad Debt) $ 9,482,604 $ 9,917,806 4.59% TC - Revenue Requirement (includes City Fees & Bad Debt) $ 4,793,659 $ 5,094,165 6.27% Total Revenue Requirement $ 14,276,264 $ 15,011,971 5.15% Contractor's Compensation (excludes Bad Debt)
RS - Total Contractor's Compensation $ 6,488,409 $ 6,812,829 5.00% City Fees $ 2,900,308 $ 2,994,195 3.24%
TC - Total Contractor's Compensation $ 3,863,556 $ 4,056,734 5.00% City Fees (excludes Bad Debt) $ 882,641 $ 975,367 10.51% Contractor's Compensation (includes Bad Debt)
RS - Total Contractor's Compensation $ 6,553,293 $ 6,909,670 5.44% TC - Total Contractor's Compensation $ 3,902,192 $ 4,114,257 5.43% Total City Fees $ 3,820,778 $ 4,025,873 5.37%
Total Revenue Requirement $ 14,276,264 $ 15,049,800 5.42% City Council/RSA Agenda 475 Tuesday, May 27, 2025

Franchise Agreement

4. 2027-28 CALCULATION
Residential Only 2026-27 2027-28 % Revenue % City Fees % Increase Republic Services (RS) Revenue Requirement (includes City Fees) $ 9,858,153 $ 10,351,060 65.97% 5.0% RS Total Contractor's Compensation $ 6,812,829 $ 7,153,471 5.0% City Fees
Storm Water Fee $ 1,278,206 $ 1,278,206 0.0%
Franchise Fees (@ 20.0% of gross revenues) $ 1,715,989 $ 1,814,571 5.7% Total City Fees $ 2,994,195 $ 3,092,777 29.88% 3.3%
Tri-CED
Tri-CED (TC) Revenue Requirement (includes City Fees) $ 5,032,101 $ 5,338,790 34.03% 6.1% TC Total Contractor's Compensation $ 4,056,734 $ 4,259,571 5.0% Total City Fees
Vehicle Impact Fee $ 109,930 $ 109,930
Franchise Fees (@ 20.0% of gross revenues) $ 865,437 $ 969,289 12.0% Total City Fees $ 975,367 $ 1,079,219 20.21%
Actual Bad Debt $ 320,000
RS - Bad Debt Allocation $ 211,114 65.97%
City Fees $ 63,078 29.88%
RS - Prospective Bad Debt Compensation $ 148,035
TC - Bad Debt Allocation $ 108,886 34.03%
City Fees $ 22,011 20.21%
TC - Prospective Bad Debt Compensation $ 86,875
RS - Contractor's Compensation $ 6,812,829 $ 7,153,471 5.00% RS - Prospective Bad Debt $ 96,841 $ 148,035 52.86%
Total RS Contractor's Compensation $ 6,909,670 $ 7,301,506 5.67% TC - Contractor's Compensation $ 4,056,734 $ 4,259,571 5.00% TC - Prospective Bad Debt $ 57,523 $ 86,875 51.03%
Total TC Contractor's Compensation $ 4,114,257 $ 4,346,446 5.64% City Fees $ 3,969,562 $ 4,171,996 5.10%
City Fees Prospective Bad Debt Allocation $ 56,311 $ 85,089 51.11% Total City Fees $ 4,025,873 $ 4,257,085 5.74%
Revenue Requirement (includes City Fees and Bad Debt)
RS - Revenue Requirement $ 9,917,806 $ 10,457,361 5.44% TC - Revenue Requirement $ 5,094,165 $ 5,447,677 6.94%
Total Revenue Requirement $ 15,011,971 $ 15,905,038 5.95% Contractor's Compensation (excludes Bad Debt)
RS - Total Contractor's Compensation $ 6,812,829 $ 7,153,471 5.00% City Fees $ 2,994,195 $ 3,092,777 3.29%
TC - Total Contractor's Compensation $ 4,056,734 $ 4,259,571 5.00% City Fees $ 975,367 $ 1,079,219 10.65%
Contractor's Compensation (includes Bad Debt)
RS - Total Contractor's Compensation $ 6,909,670 $ 7,301,506 5.67% TC - Total Contractor's Compensation $ 4,114,257 $ 4,346,446 5.64% Total City Fees $ 4,025,873 $ 4,257,085 5.74%
Total Revenue Requirement $ 15,049,800 $ 15,905,038 5.68% City Council/RSA Agenda 476 Tuesday, May 27, 2025

Franchise Agreement

5. BAD DEBT SHARING RESULTS SUMMARY
Residential Only 2025-26 2026-27 2027-28
Calculated Contractor's Compensation (includes Bad Debt) RS - Total Contractor's Compensation $ 6,553,293 $ 6,909,670 $ 7,301,506 TC - Total Contractor's Compensation $ 3,902,192 $ 4,114,257 $ 4,346,446 Total City Fees $ 3,820,778 $ 4,025,873 $ 4,257,085
Total Revenue Requirement $ 14,276,264 $ 15,049,800 $ 15,905,038 Actual Bad Debt $ 280,000 $ 320,000
Prospective Bad Debt Compensation and City Fees $ 141,349 $ 210,675 Net Actual Bad Debt $ 138,651 $ 109,325
RS Allocation $ 92,095 $ 72,379
City Fees Allocation $ 28,449 $ 21,984
Net RS Allocation $ 63,645 $ 50,396
TC Allocation $ 46,556 $ 36,946
City Fees Allocation $ 8,658 $ 7,161
Net TC Allocation $ 37,898 $ 29,785
Actual Contractor's Compensation
RS $ 6,489,648 $ 6,859,275
TC $ 3,864,294 $ 4,084,472
City Fees $ 3,783,671 $ 3,996,728
Bad Debt Sharing Result
RS $ (63,645) $ (50,396)
TC $ (37,898) $ (29,785)
City Fees $ (37,107) $ (29,145)
Ck $ (138,651) $ (109,325)
City Council/RSA Agenda 477 Tuesday, May 27, 2025

5/27/2025 Union City/Republic Franchise Agreement
EXHIBIT 16
RATE YEAR TWENTY-ONE (FY 2025-2026) RATES
City Council/RSA Agenda 478 Tuesday, May 27, 2025
Schedule A
Single-Family Dwelling & Parcelized Multi-Family Dwelling: Regularly Scheduled Curbside Collection Services Size of
Landfill
Container Service Frequency
2025 Rates
(July 1, 2025 -
June 30, 2026)
20-gal cart 1 pick-up/wk $37.65
35-gal cart 1 pick-up/wk $47.08
64-gal cart 1 pick-up/wk $94.23
96-gal cart 1 pick-up/wk $141.29
Senior or Low-Income Discount 1
*20-gal cart 1 pick-up/wk $32.00
*35-gal cart 1 pick-up/wk $40.02
*64-gal cart 1 pick-up/wk $80.09
*96-gal cart 1 pick-up/wk $120.10
Extra Compost (Organic Materials) Containers (Monthly Rate) Extra Compost cart 2 1 pick-up/wk $28.14
Extra Compost cart 1,2 1 pick-up/wk $23.92
2 Rate shall be applicable for any cart size selected by customer.

Type of Service Additional Description
2025 Rates
(July 1, 2025 -
June 30, 2026)
Extra 32-gal bag of Compost collected on customer's
regularly scheduled collection day $31.57
Extra 32-gal bag of Compost collected on customer's
regularly scheduled collection day 1 Senior/Low-Income Rate $26.83 Extra 32-gal bag of Landfill collected on customer's
regularly scheduled collection day $31.57
Extra 32-gal bag of Landfill collected on customer's
regularly scheduled collection day 1 Senior/Low-Income Rate $26.83 Extra 32-gal bag of Landfill collected on a day other
than the customer's regularly scheduled collection day $61.54 Extra 32-gal bag of Landfill collected on a day other
than the customer's regularly scheduled collection day
1 Senior/Low-Income Rate $52.31
Each Additional Bulky Item Collection Service Event
Applies to services exceeding
the two (2) annual Bulky Item
Collection Service Events
$105.50
Each Additional Bulky Item Collection Service Event 1 Senior/Low-Income Rate $89.68 Each Additional Single Bulky Item
Applies to each item exceeding
the four (4) cubic yards included
in the Bulky Item Collection
Service Events
$35.20
Each Additional Single Bulky Item 1 Senior/Low-Income Rate $29.92 Each Additional Single Appliance Containing
Refrigerants
Applies to each appliance
containing refrigerants
exceeding what is accepted in
the Bulky Item Collection Service
Events
$82.05
Each Additional Single Appliance Containing
Refrigerants 1 Senior/Low-Income Rate $69.74
Extra Pick-Ups/On-Call Collection Services (Rate per pick-up) for Single-Family and Parcelized Multi-Family Customers
City of Union City
Service Provided by Republic Services
Residential Rates
(Includes Multi-Family Dwellings Receiving Cart Service) Basic Service (Monthly Rate for Landfill (Solid Waste) and Compost (Organic Materials) Collection Services)
1 Senior and Low-Income Dwellings that meet eligibility requirements receive a 15.0% discount. Eligibility requirements are only intended to apply to current residents of the Dwelling.

Residential Rates FY 2025-2026 1 of 10 July 1, 2025 City Council/RSA Agenda 479 Tuesday, May 27, 2025 Schedule A
City of Union City
Service Provided by Republic Services
Residential Rates
(Includes Multi-Family Dwellings Receiving Cart Service) Type of Service Additional Description
2025 Rates
(July 1, 2025 -
June 30, 2026)
6-yard bin
Maximum 3-day rental.

Homeowner may not place dirt,
rocks, concrete, construction
materials, tires, engine parts or
hazardous materials in the bin.
$391.54
Cart delivery/pick-up
Extra fee paid if customer
requests a change in Cart size
more than once per year
$82.05
Cart replacement
Extra fee paid if customer
requires Cart replacement (one
replacement per year at no cost) $152.42
Prohibited Items Fee (after issuance of warning
notices) for Recycle, Compost or Landfill 20-gal cart
collected as Landfill 3
Extra fee paid if contents of
Recycle, Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$25.23
Prohibited Items Fee (after issuance of warning
notices) for Recycle, Compost or Landfill 35-gal cart
collected as Landfill 3
Extra fee paid if contents of
Recycle, Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$31.56
Prohibited Items Fee (after issuance of warning
notices) for Recycle, Compost or Landfill 64-gal cart
collected as Landfill 3
Extra fee paid if contents of
Recycle, Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$63.10
Prohibited Items Fee (after issuance of warning
notices) for Recycle, Compost or Landfill 96-gal cart
collected as Landfill 3
Extra fee paid if contents of
Recycle, Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$94.69
3 Landfill cart prohibited items (contamination) includes compost and recycle materials placed in Landfill container in violation of UCMC Chapter 7.24.

Miscellaneous Services (Rate per event) for Single-Family and Parcelized Multi-Family Customers
1 Senior and Low-Income Dwellings that meet eligibility requirements receive a 15.0% discount. Eligibility requirements are only intended to apply to current residents of the Dwelling. 2 Rate shall be applicable for any cart size selected by customer.

Residential Rates FY 2025-2026 2 of 10 July 1, 2025 City Council/RSA Agenda 480 Tuesday, May 27, 2025 Schedule A
Type of Service Receptacle
Service Frequency (PickUps/Week)
2025 Rates
(July 1, 2025 -
June 30, 2026)
Regularly Scheduled Landfill (Solid Waste) Cart Services (Monthly Rate) Landfill 35-gallon cart 1 $47.30
64-gallon cart 1 $94.66
96-gallon cart 1 $141.96
Regularly Scheduled Landfill (Solid Waste) Bin Services (Monthly Rate) Landfill 1 cubic yard container 1 $195.59
2 $391.21
3 $540.22
4 $689.22
5 $959.91
6 $989.98
Landfill 2 cubic yard container 1 $366.57
2 $664.98
3 $963.53
4 $1,261.97
5 $1,560.40
6 $1,861.64
Landfill 3 cubic yard container 1 $512.54
2 $954.70
3 $1,396.83
4 $1,838.89
5 $2,280.83
6 $2,723.10
Landfill 4 cubic yard container 1 $664.33
2 $1,246.54
3 $1,828.66
4 $2,410.96
5 $2,993.13
6 $3,575.32
Landfill 6 cubic yard container 1 $992.74
2 $1,865.98
3 $2,739.18
4 $3,612.48
5 $4,485.71
6 $5,359.00
Landfill 7 cubic yard container 1 $1,138.28
2 $2,157.04
3 $3,175.78
4 $4,553.01
5 $5,213.46
6 $6,232.13
Landfill 8 cubic yard container 1 $1,317.75
2 $2,482.07
3 $3,646.36
4 $4,947.31
5 $5,975.14
6 $7,139.48
City of Union City
Service Provided by Republic Services
Commercial Rates
(Includes Multi-Family Dwellings Receiving Bin Service) Commercial Rates FY 2025-2026 3 of 10 July 1, 2025 City Council/RSA Agenda 481 Tuesday, May 27, 2025 Schedule A
City of Union City
Service Provided by Republic Services
Commercial Rates
(Includes Multi-Family Dwellings Receiving Bin Service) Regularly Scheduled Recycle Materials Bin Services (Monthly Rate) 2025 Rates
(July 1, 2025 -
June 30, 2026)
Recycle Materials 1 cubic yard container 1 $117.35
2 $234.72
3 $324.11
4 $413.54
5 $575.94
6 $593.99
Recycle Materials 2 cubic yard container 1 $219.96
2 $399.00
3 $578.13
4 $757.19
5 $936.24
6 $1,116.98
Recycle Materials 3 cubic yard container 1 $307.51
2 $572.81
3 $838.09
4 $1,103.32
5 $1,368.49
6 $1,633.87
Recycle Materials 4 cubic yard container 1 $398.60
2 $747.91
3 $1,097.21
4 $1,446.58
5 $1,795.88
6 $2,145.18
Recycle Materials 6 cubic yard container 1 $595.64
2 $1,119.60
3 $1,643.52
4 $2,167.48
5 $2,691.42
6 $3,215.41
Recycle Materials 7 cubic yard container 1 $682.98
2 $1,294.24
3 $1,905.47
4 $2,731.82
5 $3,128.06
6 $3,739.27
Recycle Materials 8 cubic yard container 1 $790.66
2 $1,489.24
3 $2,187.80
4 $2,968.36
5 $3,585.03
6 $4,283.64
Commercial Rates FY 2025-2026 4 of 10 July 1, 2025 City Council/RSA Agenda 482 Tuesday, May 27, 2025 Schedule A
City of Union City
Service Provided by Republic Services
Commercial Rates
(Includes Multi-Family Dwellings Receiving Bin Service) 2025 Rates
(July 1, 2025 -
June 30, 2026)
Recycle Materials Various Bin Sizes Per Dwelling Unit $8.91 Regularly Scheduled Compost (Organic Materials) Services (Monthly Rate) Compost 64-gallon cart 1 $56.80
2 $113.58
3 $170.37
4 $227.17
5 $283.95
6 $340.76
Compost 1 cubic yard container 1 $117.35
2 $234.72
3 $324.11
4 $413.54
5 $575.94
6 $593.99
Compost 2 cubic yard container 1 $219.96
2 $399.00
3 $578.13
4 $757.19
5 $936.24
6 $1,116.98
Compost 3 cubic yard container 1 $307.51
2 $572.81
3 $838.09
4 $1,103.32
5 $1,368.49
6 $1,633.87
Compost 4 cubic yard container 1 $398.60
2 $747.91
3 $1,097.21
4 $1,446.58
5 $1,795.88
6 $2,145.18
Regularly Scheduled Green Waste Materials Services (Monthly Rate) Green Waste 64-gallon cart 1 $71.00
2 $142.00
3 $196.09
4 $250.18
5 $348.43
Green Waste 96-galllon cart 1 $106.46
2 $212.95
3 $294.06
4 $375.18
5 $522.53
Non-Parcelized Multi-Family Dwelling:

Regularly Scheduled Recycle Materials Services (Monthly Rate) Commercial Rates FY 2025-2026 5 of 10 July 1, 2025 City Council/RSA Agenda 483 Tuesday, May 27, 2025 Schedule A
City of Union City
Service Provided by Republic Services
Commercial Rates
(Includes Multi-Family Dwellings Receiving Bin Service) Regularly Scheduled Landfill (Solid Waste) Front Load Compactor Services 2025 Rates
(July 1, 2025 -
June 30, 2026)
Compacted rate per yard Per-Occurrence,
Per-Cubic-Yard Rate* $67.76
* For example,
If a customer has 2 cubic yard compactor bin service, 2 times per week, then monthly rate = 2 x 2 x $67.76 x 4.33 = $1173.63 If a customer has 3 cubic yard compactor bin service, 1 time per week, then monthly rate = 3 x 1 x $67.76 x 4.33 = $880.20 Regularly Scheduled Recycle Materials Front Load Compactor Services Compacted rate per yard Per-Occurrence,
Per-Cubic-Yard Rate* $16.94
* For example,
If a customer has 2 cubic yard compactor bin service, 2 times per week, then monthly rate = 2 x 2 x $16.94 x 4.33 = $293.40 If a customer has 3 cubic yard compactor bin service, 1 time per week, then monthly rate = 3 x 1 x $16.94 x 4.33 = $220.05 Regularly Scheduled Compost (Organic Materials) Front Load Compactor Services Compacted rate per yard Per-Occurrence,
Per-Cubic-Yard Rate* $57.60
* For example,
If a customer has 2 cubic yard compactor bin service, 2 times per week, then monthly rate = 2 x 2 x $$57.60 x 4.33 = $997.63 If a customer has 3 cubic yard compactor bin service, 1 time per week, then monthly rate = 3 x 1 x $$57.60 x 4.33 = $748.22 Additional Landfill (Solid Waste) Pick-Ups/On-Call Collection (Per Occurrence) 1 cubic yard container Per- Occurrence
Rate $34.43
2 cubic yard container Per- Occurrence
Rate $68.80
3 cubic yard container Per- Occurrence
Rate $102.07
4 cubic yard container Per- Occurrence
Rate $134.48
6 cubic yard container Per- Occurrence
Rate $201.60
7 cubic yard container Per- Occurrence
Rate $235.29
8 cubic yard container Per- Occurrence
Rate $268.89
1 cubic yard container Per- Occurrence
Rate $80.92
2 cubic yard container Per- Occurrence
Rate $115.41
3 cubic yard container Per- Occurrence
Rate $148.96
4 cubic yard container Per- Occurrence
Rate $181.45
6 cubic yard container Per- Occurrence
Rate $248.93
7 cubic yard container Per- Occurrence
Rate $282.30
8 cubic yard container Per- Occurrence
Rate $322.63
35-gal can or bag Per- Occurrence
Rate $40.97
64-gal can or bag Per- Occurrence
Rate $64.45
96-gal can or bag Per- Occurrence
Rate $81.31
35-gal can or bag Per- Occurrence
Rate $71.84
64-gal can or bag Per- Occurrence
Rate $95.35
96-gal can or bag Per- Occurrence
Rate $112.11
Additional Landfill bin collected on
customer's regularly scheduled
collection day
Additional Landfill bin collected on a
day other than the customer's
regularly scheduled collection day
Extra can or bag of Landfill collected
on customer's regularly scheduled
collection day
Extra can or bag of Landfill collected
on a day other than the customer's
regularly scheduled collection day
Commercial Rates FY 2025-2026 6 of 10 July 1, 2025 City Council/RSA Agenda 484 Tuesday, May 27, 2025 Schedule A
City of Union City
Service Provided by Republic Services
Commercial Rates
(Includes Multi-Family Dwellings Receiving Bin Service) Additional Recycle Materials Pick-Ups/On-Call Collection (Per Occurrence) 2025 Rates (July 1, 2025 -
June 30, 2026)
1 cubic yard container Per- Occurrence
Rate $20.66
2 cubic yard container Per- Occurrence
Rate $41.28
3 cubic yard container Per- Occurrence
Rate $61.24
4 cubic yard container Per- Occurrence
Rate $80.71
6 cubic yard container Per- Occurrence
Rate $120.96
7 cubic yard container Per- Occurrence
Rate $141.17
8 cubic yard container Per- Occurrence
Rate $161.83
1 cubic yard container Per- Occurrence
Rate $48.54
2 cubic yard container Per- Occurrence
Rate $69.27
3 cubic yard container Per- Occurrence
Rate $89.38
4 cubic yard container Per- Occurrence
Rate $108.86
6 cubic yard container Per- Occurrence
Rate $149.36
7 cubic yard container Per- Occurrence
Rate $169.37
8 cubic yard container Per- Occurrence
Rate $190.03
35-gal can or bag Per- Occurrence
Rate $24.58
64-gal can or bag Per- Occurrence
Rate $38.68
96-gal can or bag Per- Occurrence
Rate $48.80
35-gal can or bag Per- Occurrence
Rate $43.09
64-gal can or bag Per- Occurrence
Rate $57.21
96-gal can or bag Per- Occurrence
Rate $67.29
Extra can or bag of Recycle
Materials collected on customer's
regularly scheduled collection day
Extra can or bag of Recycle
Materials collected on a day other
than the customer's regularly
scheduled collection day
Additional Recycle Materials bin
collected on a day other than the
customer's regularly scheduled
collection day
Additional Recycle Materials bin
collected on customer's regularly
scheduled collection day
Commercial Rates FY 2025-2026 7 of 10 July 1, 2025 City Council/RSA Agenda 485 Tuesday, May 27, 2025 Schedule A
City of Union City
Service Provided by Republic Services
Commercial Rates
(Includes Multi-Family Dwellings Receiving Bin Service) Additional Compost (Organic Materials) Pick-Ups/On-Call Collection (Per Occurrence) 2025 Rates
(July 1, 2025 -
June 30, 2026)
64-gal cart Per- Occurrence
Rate $20.66
1 cubic yard container Per- Occurrence
Rate $41.28
2 cubic yard container Per- Occurrence
Rate $61.24
3 cubic yard container Per- Occurrence
Rate $80.71
4 cubic yard container Per- Occurrence
Rate $120.96
64-gal cart Per- Occurrence
Rate $48.54
1 cubic yard container Per- Occurrence
Rate $69.27
2 cubic yard container Per- Occurrence
Rate $89.38
3 cubic yard container Per- Occurrence
Rate $108.86
4 cubic yard container Per- Occurrence
Rate $149.36
Miscellaneous Charges
Hasp & lock for bin, one time charge Not Applicable Per- Occurrence Rate $316.91
Replace lock Not Applicable Per- Occurrence
Rate $60.74
Steam cleaning Not Applicable Per- Occurrence
Rate $170.06
Bin delivery/pick-up Not Applicable Extra fee paid if customer requests a change in Bin size
more than once per year $212.03
Non-Parcelized Multi-Family
Dwellings - Bulky Item Pickup Fee
per Major Appliance or Appliance
Containing Refrigerants
Not Applicable Per- Occurrence
Rate $82.05
Non-Parcelized Multi-Family
Dwellings - Bulky Item Pickup Fee
per Item Including Small Appliances
Not Applicable Per- Occurrence
Rate $35.20
Bin and Cart push/pull charge 10- feet increments from
permanent placement of
container to service area
(minimum charge is first 10-
foot increment)
Based on Weekly Service
Frequency Per 10 Feet (e.g.
2yd 2 x /wk = 2 x Rate; 3 yd
1x/wk = 1 x Rate)
$23.59
Lock/unlock charge Not Applicable Per- Occurrence
Rate $23.59
Lock/unlock charge with push/pull
charge (additional charge)
Not Applicable Per Weekly Service Frequency $5.89
Overage charge (after issuance of
warning notice)
Various Bin Sizes; All
Material Types
Per- Occurrence
Rate $53.87
1 cubic yard container Per- Occurrence
Rate $80.92
2 cubic yard container Per- Occurrence
Rate $115.41
3 cubic yard container Per- Occurrence
Rate $148.96
4 cubic yard container Per- Occurrence
Rate $181.45
6 cubic yard container Per- Occurrence
Rate $248.93
7 cubic yard container Per- Occurrence
Rate $282.30
8 cubic yard container Per- Occurrence
Rate $322.63
Prohibited Items Fee (after issuance
of warning notices) for Recycle,
Compost or Landfill 20-gal cart
collected as Landfill 2
Extra fee paid if contents of
Recycle, Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$25.23
Prohibited Items Fee (after issuance
of warning notices) for Recycle,
Compost or Landfill 35-gal cart
collected as Landfill 2
Extra fee paid if contents of
Recycle, Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$31.56
Prohibited Items Fee (after issuance
of warning notices) for Recycle,
Compost or Landfill 64-gal cart
collected as Landfill 2
Extra fee paid if contents of
Recycle., Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$63.10
Prohibited Items Fee (after issuance
of warning notices) for Recycle,
Compost or Landfill 96-gal cart
collected as Landfill 2
Extra fee paid if contents of
Recycle, Compost or Landfill cart
includes excessive prohibited
items (contamination) and is
collected as Landfill
$94.69
2 Landfill bin and cart prohibited items (contamination) includes compost and recycle materials placed in Landfill container in violation of UCMC Chapter 7.24.

Additional Compost collected on
customer's regularly scheduled
collection day
Additional Compost collected on a
day other than the customer's
regularly scheduled collection day
Prohibited Items Fee (after issuance
of warning notices) for regular bin
service of Recycle, Compost
(Organics) or Landfill collected as
Landfill 1,2
Note: Miscellaneous charges listed on the residential rate sheet apply to commercial customers as appropriate.
1 Rate charged is the same as: Additional Landfill bin collected on a day other than customer's regularly scheduled collection day.

Commercial Rates FY 2025-2026 8 of 10 July 1, 2025 City Council/RSA Agenda 486 Tuesday, May 27, 2025 Schedule A
Type of Service Receptacle Rate Information
2025 Rates
(July 1, 2025 -
June 30, 2026
Regularly Scheduled Collection Service
(Per Pull/Return Rate not including initial delivery fee which is charged separately) Landfill 6 cubic yard drop box Per Pull/Return Rate $557.60 Landfill 14 cubic yard drop box Per Pull/Return Rate $557.60 Landfill 20 cubic yard drop box Per Pull/Return Rate $796.64 Landfill 30 cubic yard drop box Per Pull/Return Rate $1,179.93 Landfill 40 cubic yard drop box Per Pull/Return Rate $1,573.20 Recycle materials 6 cubic yard drop box Per Pull/Return Rate $334.55 Recycle materials 14 cubic yard drop box Per Pull/Return Rate $334.55 Recycle materials 20 cubic yard drop box Per Pull/Return Rate $477.99 Recycle materials 30 cubic yard drop box Per Pull/Return Rate $707.95 Recycle materials 40 cubic yard drop box Per Pull/Return Rate $943.91 Green waste materials 6 cubic yard drop box Per Pull/Return Rate $473.96 Green waste materials 14 cubic yard drop box Per Pull/Return Rate $473.96 Green waste materials 20 cubic yard drop box Per Pull/Return Rate $677.15 Green waste materials 30 cubic yard drop box Per Pull/Return Rate $1,002.95 Green waste materials 40 cubic yard drop box Per Pull/Return Rate $1,337.22 Compost (Organic materials) 6 cubic yard drop box Per Pull/Return Rate $473.96 On-Call Collection Service
(Per Pull Rate includes delivery fee; does not including demurrage fee which is charged separately) Landfill 6 cubic yard drop box Per Pull Rate $688.82
Landfill 14 cubic yard drop box Per Pull Rate $688.82
Landfill 20 cubic yard drop box Per Pull Rate $927.78
Landfill 30 cubic yard drop box Per Pull Rate $1,311.09 Landfill 40 cubic yard drop box Per Pull Rate $1,704.35 Recycle materials 6 cubic yard drop box Per Pull Rate $413.28 Recycle materials 14 cubic yard drop box Per Pull Rate $413.28 Recycle materials 20 cubic yard drop box Per Pull Rate $556.67 Recycle materials 30 cubic yard drop box Per Pull Rate $786.66 Recycle materials 40 cubic yard drop box Per Pull Rate $1,022.61 Green waste materials 6 cubic yard drop box Per Pull Rate $585.49 Green waste materials 14 cubic yard drop box Per Pull Rate $585.49 Green waste materials 20 cubic yard drop box Per Pull Rate $788.62 Green waste materials 30 cubic yard drop box Per Pull Rate $1,114.44 Green waste materials 40 cubic yard drop box Per Pull Rate $1,448.69 Regularly Scheduled Compactor Service - Customer Owned Compactors (Per Pull/Return Rate not including initial delivery fee which is charged separately) Landfill and Compost 14 cubic yard drop box Per Pull/Return Rate $1,115.69 Landfill and Compost 15 cubic yard drop box Per Pull/Return Rate $1,195.35 Landfill and Compost 16 cubic yard drop box Per Pull/Return Rate $1,275.07 Landfill and Compost 20 cubic yard drop box Per Pull/Return Rate $1,593.81 Landfill and Compost 24 cubic yard drop box Per Pull/Return Rate $1,912.58 Landfill and Compost 25 cubic yard drop box Per Pull/Return Rate $1,992.30 Landfill and Compost 30 cubic yard drop box Per Pull/Return Rate $2,390.75 Landfill and Compost 38 cubic yard drop box Per Pull/Return Rate $3,028.28 Landfill and Compost 40 cubic yard drop box Per Pull/Return Rate $3,187.65 Recycle materials 14 cubic yard drop box Per Pull/Return Rate $669.40 Recycle materials 15 cubic yard drop box Per Pull/Return Rate $717.22 Recycle materials 16 cubic yard drop box Per Pull/Return Rate $765.03 Recycle materials 20 cubic yard drop box Per Pull/Return Rate $956.31 Recycle materials 24 cubic yard drop box Per Pull/Return Rate $1,147.55 Recycle materials 25 cubic yard drop box Per Pull/Return Rate $1,195.36 Recycle materials 30 cubic yard drop box Per Pull/Return Rate $1,434.45 Recycle materials 38 cubic yard drop box Per Pull/Return Rate $1,816.97 Recycle materials 40 cubic yard drop box Per Pull/Return Rate $1,912.59 Recycle materials 42 cubic yard drop box Per Pull/Return Rate $2,008.23 City of Union City
Service Provided by Republic Services
Drop-Box Rates
Drop-Box Rates 2025-2026 9 of 10 July 1, 2025
City Council/RSA Agenda 487 Tuesday, May 27, 2025
Schedule A
Type of Service Receptacle Rate Information
2025 Rates
(July 1, 2025 -
June 30, 2026
City of Union City
Service Provided by Republic Services
Drop-Box Rates
Regularly Scheduled Compactor Service - Contractor-Owned Compactors Landfill and Compost 14 cubic yard drop box Per Pull/Return Rate $1,115.69 Landfill and Compost 15 cubic yard drop box Per Pull/Return Rate $1,195.35 Landfill and Compost 16 cubic yard drop box Per Pull/Return Rate $1,275.07 Landfill and Compost 20 cubic yard drop box Per Pull/Return Rate $1,593.81 Landfill and Compost 24 cubic yard drop box Per Pull/Return Rate $1,912.58 Landfill and Compost 25 cubic yard drop box Per Pull/Return Rate $1,992.30 Landfill and Compost 30 cubic yard drop box Per Pull/Return Rate $2,390.75 Landfill and Compost 38 cubic yard drop box Per Pull/Return Rate $3,028.28 Landfill and Compost 40 cubic yard drop box Per Pull/Return Rate $3,187.65 Recycle materials 14 cubic yard drop box Per Pull/Return Rate $669.40 Recycle materials 15 cubic yard drop box Per Pull/Return Rate $717.22 Recycle materials 16 cubic yard drop box Per Pull/Return Rate $765.03 Recycle materials 20 cubic yard drop box Per Pull/Return Rate $956.31 Recycle materials 24 cubic yard drop box Per Pull/Return Rate $1,147.55 Recycle materials 25 cubic yard drop box Per Pull/Return Rate $1,195.36 Recycle materials 30 cubic yard drop box Per Pull/Return Rate $1,434.45 Recycle materials 38 cubic yard drop box Per Pull/Return Rate $1,816.97 Recycle materials 40 cubic yard drop box Per Pull/Return Rate $1,912.59 Recycle materials 42 cubic yard drop box Per Pull/Return Rate $2,008.23 Demurrage Charge
All Material Types All drop box sizes Weekly Rate* $85.74 Delivery Service
All Material Types All drop box sizes Per-Occurrence Rate for delivery to collection site $127.01
Overage Charge
All Material Types 6 cubic yard drop box Per Occurrence Rate for Material Placed in Box In
Excess of Drop Box
Capacity
$85.55
All Material Types 14, 30, 20, 30, 40 cubic
yard drop box
Per-Cubic-Yard Rate
For Each Yard
in Excess of
Drop Box Capacity
$36.67
Relocation or Cancellation Charge
All Material Types All drop box sizes Per-Relocation or Cancellation Rate $180.19
Prohibited Items Fee
All Material Types
6 cubic yard drop box
Per Pull/Return Rate $557.60
14 cubic yard drop box Per Pull/Return Rate $557.60
20 cubic yard drop box Per Pull/Return Rate $796.64
30 cubic yard drop box Per Pull/Return Rate $1,179.93
40 cubic yard drop box Per Pull/Return Rate $1,573.20
1 Rate charged is the same as: Regularly Scheduled Collection Service (Per Pull/Return Rate not including initial delivery fee which is charged separately.

Rate does not include compactor lease and/or maintenance fees.) Prohibited Items Fee (after
issuance of warning notices)
for regular drop box service of
Recycle or Compost collected
as Landfill 1
Drop-Box Rates 2025-2026 10 of 10 July 1, 2025
City Council/RSA Agenda 488 Tuesday, May 27, 2025
RESOLUTION NO. 2025-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE

AN AMENDED AND RESTATED FRANCHISE AGREEMENT FOR
RECYCLING COLLECTION AND PROCESSING SERVICES WITH TRICITY ECONOMIC DEVELOPMENT CORPORATION (TRI-CED) FOR AN ADDITIONAL TEN-YEAR TERM COMMENCING JULY 1, 2025,
THROUGH JUNE 30, 2035
WHEREAS, the City executed a Franchise Agreement (“Agreement”) for Recycling Collection and Processing Services with Tri-City Economic Development Corporation (TriCED) to provide recycling collection and processing services (the “Services”) dated October 27, 2015; and
WHEREAS, the term of the Agreement with Tri-CED expires on June 30, 2025; and WHEREAS, under the terms of the Agreement, Tri-CED and the City may explore extending the Agreements based on mutually agreed terms and conditions, including the duration of an Agreement extension; and
WHEREAS, the City and Tri-CED have agreed to the terms, conditions, and costs to provide the Services for an additional ten (10) years that will commence on July 1, 2025 through June 30, 2035 (the “New Agreement”); and
WHEREAS, the City and Tri-CED have concluded good faith negotiations and completed their respective review of the draft Amended and Restated Franchise Agreement, attached hereto and incorporated herein by reference as Exhibit A, and have committed to executing the Amended and Restated Franchise Agreement timely with the City in order to ensure no interruption in the service delivery and all other terms and conditions prescribed in said New Agreement commencing in FY 2025-2026.

NOW, THEREFORE, BE IT RESOLVED that the recitals above are hereby incorporated herein by reference; and
BE IT FURTHER RESOLVED that the City Council of the City of Union City hereby approves and authorizes the City Manager to execute the Amended and Restated Franchise Agreement for Recycling Collection and Processing Services with Tri-CED for an additional ten-year term commencing July 1, 2025, through June 30, 2035, in a form approved by the City Attorney; and
BE IT FURTHER RESOLVED that, in accordance with the Amended and Restated Franchise Agreement for Recycling Collection and Processing Services with Tri-CED, the fees and rates charged by Tri-CED for recycling collection and processing services shall not exceed that established in Exhibit P of said Agreement, attached hereto and incorporated herein by reference, which is made a part hereof as though set forth at length; and
BE IT FURTHER RESOLVED that the City Manager is authorized to take all actions necessary and execute all documents necessary, in a form approved by the City Attorney, to effectuate the intent of this Resolution.

City Council/RSA Agenda 489 Tuesday, May 27, 2025
Resolution No. 2025-XXX
Approving Tri-Ced Franchise Agreement

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a regular meeting held on the 27th day of May 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

GARY SINGH
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
Attachment:

1. Exhibit A – Amended and Restated Franchise Agreement City Council/RSA Agenda 490 Tuesday, May 27, 2025

AMENDED AND RESTATED

FRANCHISE AGREEMENT

BETWEEN

THE CITY OF UNION CITY
AND

TRI CITY ECONOMIC DEVELOPMENT CORPORATION (TRI-CED)
FOR

RECYCLABLE MATERIALS COLLECTION AND PROCESSING SERVICES Term of Agreement:

July 1, 2025 through June 30, 2035
City Council/RSA Agenda 491 Tuesday, May 27, 2025
i City of Union City
Tri-CED Franchise Agreement
Table of Contents
RECITALS.............................................................................................................................................. 1 ARTICLE 1. DEFINITIONS ...................................................................................................................... 3 ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR........................................... 13

2.1 Corporate Status........................................................................................................................ 13

2.2 Corporate Authorization............................................................................................................ 13

2.3 Agreement will not Cause Breach ............................................................................................. 13

2.4 No Litigation .............................................................................................................................. 13

2.5 No Adverse Judicial Decisions ................................................................................................... 14

2.6 No Legal Prohibition .................................................................................................................. 14

2.7 Contractor’s Statements............................................................................................................ 14

2.8 Contractor’s Investigation ......................................................................................................... 14

2.9 Ability to Perform ...................................................................................................................... 14

2.10 Voluntary Use of Designated Transfer Station .......................................................................... 14 ARTICLE 3. TERM OF AGREEMENT ...................................................................................................... 14

3.1 Effective Date and Commencement Date................................................................................. 14

3.2 Conditions to Effectiveness of Agreement................................................................................ 15

3.3 Term........................................................................................................................................... 15

3.4 Option to Extend Term.............................................................................................................. 15 ARTICLE 4. SCOPE OF AGREEMENT ..................................................................................................... 16

4.1 Scope of Agreement.................................................................................................................. 16

4.2 Limitations to Scope .................................................................................................................. 17

4.3 Subcontracting........................................................................................................................... 19

4.4 Ownership of Materials............................................................................................................. 19

4.5 City-Directed Changes to Scope ................................................................................................ 19

4.6 City’s Right to Perform Services and Possess Equipment ......................................................... 21

4.6.1 General.................................................................................................................................. 21

4.6.2 Duration of City’s Possession ................................................................................................ 22

4.7 Transition to Next Contractor at End of Agreement................................................................. 22

4.8 City Free to Negotiate with Third Parties.................................................................................. 22 ARTICLE 5. COLLECTION SERVICES ...................................................................................................... 23

5.1 Recyclable Materials Collection................................................................................................. 23

5.1.1 General.................................................................................................................................. 23

5.1.2 Single-Family Premises.......................................................................................................... 23

5.1.3 Parcelized Multi-Family Premises ......................................................................................... 23

5.1.4 Non-Parcelized Multi-Family Premises ................................................................................. 23

5.1.5 Commercial Premises............................................................................................................ 24

5.2 Used Motor Oil, used Oil Filter, Battery and Cell Phone Curbside collection ...........................25

5.3 Collection from City Facilities.................................................................................................... 25

5.4 Drop-Off Programs for E-Waste ................................................................................................ 26 ARTICLE 6. PROCESSING AND MARKETING......................................................................................... 27 City Council/RSA Agenda 492 Tuesday, May 27, 2025
ii City of Union City
Tri-CED Franchise Agreement

6.1 Processing.................................................................................................................................. 27

6.2 Marketing .................................................................................................................................. 28 ARTICLE 7. OTHER SERVICES............................................................................................................... 29

7.1 Public Education ........................................................................................................................ 29

7.2 Billing ......................................................................................................................................... 31

7.3 Customer Service Program........................................................................................................ 31

7.3.1 Program Requirements......................................................................................................... 32

7.3.2 Service Complaints................................................................................................................ 33 ARTICLE 8. STANDARDS AND REQUIREMENTS FOR SERVICES, EQUIPMENT, AND PERSONNEL ............ 33

8.1 Operating Hours and Schedules................................................................................................ 33

8.2 Collection Standards.................................................................................................................. 34

8.2.1 Implementation of Services .................................................................................................. 34

8.2.2 Servicing Containers.............................................................................................................. 34

8.2.3 Allocation of City Materials................................................................................................... 35

8.2.4 Contamination Monitoring and Instructions to Customer with Contaminated Containers.35

8.2.5 Overages................................................................................................................................ 36

8.2.6 Care of Private Property........................................................................................................ 36

8.2.7 Collection Route Audits......................................................................................................... 36

8.2.7 Litter Abatement................................................................................................................... 36

8.2.8 Noise...................................................................................................................................... 37

8.3 Vehicle Requirements................................................................................................................ 37

8.3.1 General.................................................................................................................................. 37

8.3.2 Specifications ........................................................................................................................ 37

8.3.3 Vehicle Identification ............................................................................................................ 38

8.3.4 Inventory ............................................................................................................................... 38

8.3.5 Cleaning and Maintenance ................................................................................................... 38

8.3.6 Operation .............................................................................................................................. 39

8.4 Container Requirements ........................................................................................................... 40

8.5 Personnel................................................................................................................................... 41

8.6 Hazardous Waste Inspection and Handling............................................................................... 42

8.7 Non-Discrimination.................................................................................................................... 43

8.8 Communication and Cooperation with City .............................................................................. 43 ARTICLE 9. RECORD KEEPING AND REPORTING................................................................................... 44

9.1 General ...................................................................................................................................... 44

9.1.1 Maintenance of Records....................................................................................................... 44

9.1.2 Retention of Records............................................................................................................. 44

9.1.3 Inspection of Records............................................................................................................ 45

9.1.4 Record Security ..................................................................................................................... 45

9.2 Record Keeping Requirements.................................................................................................. 45

9.2.1 Financial and Operational Records ....................................................................................... 45

9.2.2 Collection Service Records.................................................................................................... 45

9.2.3 Transfer, Processing, Diversion, and Disposal Records......................................................... 46

9.2.4 Other Programs Records....................................................................................................... 46

9.2.5 Customer Service Records..................................................................................................... 46

9.2.6 CERCLA Defense Records ...................................................................................................... 47 City Council/RSA Agenda 493 Tuesday, May 27, 2025
iii City of Union City
Tri-CED Franchise Agreement

9.3 General Reporting Requirements.............................................................................................. 47

9.4 Quarterly Reports...................................................................................................................... 48

9.5 Annual Reports.......................................................................................................................... 49

9.5.1 Annual Report Requirements................................................................................................ 50

9.5.2 Contractor Officers and Board Members.............................................................................. 50

9.5.3 Financial Information ............................................................................................................ 50

9.5.4 Related-Party Entities............................................................................................................ 50

9.5.5 Operational Information ....................................................................................................... 50

9.5.6 Summary Assessment ........................................................................................................... 51

9.5.7 Additional Reporting ............................................................................................................. 51 ARTICLE 10. FRANCHISE FEES AND OTHER FEES .................................................................................. 51

10.1 General ...................................................................................................................................... 51

10.2 Franchise Fee............................................................................................................................. 52

10.3 Other City Fees.......................................................................................................................... 52 ARTICLE 11. CONTRACTOR’S COMPENSATION.................................................................................... 52

11.1 General ...................................................................................................................................... 52

11.2 Contractor’s Compensation....................................................................................................... 53

11.2.1 Minde-Based Rate Adjustment Methodology. ................................................................. 53

11.2.2 Annual Rate Increase Cap On Maximum Rates (Compensation Cap). .............................53

11.3 Compensation Adjustment Application .................................................................................... 53

11.4 Extraordinary Compensation Adjustment Overview................................................................. 55

11.5 Payment OF Contractor’s Compensation.................................................................................. 57

11.6 Discounted Rates....................................................................................................................... 58 ARTICLE 12. INDEMNITY, INSURANCE, AND PERFORMANCE ASSURANCE ........................................... 59

12.1 Indemnification ......................................................................................................................... 59

12.2 Insurance ................................................................................................................................... 61

12.2.1 Minimum Scope of Insurance ........................................................................................... 61

12.2.2 Minimum Limits of Insurance ........................................................................................... 62

12.2.3 Deductibles and Self-Insured Retentions ......................................................................... 62

12.2.4 Other Insurance Provisions............................................................................................... 62

12.2.5 Acceptability of Insurers................................................................................................... 63

12.2.6 Verification of Coverage ................................................................................................... 63

12.2.7 Required Endorsements ................................................................................................... 63

12.2.8 Delivery of Proof of Coverage........................................................................................... 64

12.2.9 Other Insurance Requirements......................................................................................... 64

12.3 Performance Security ................................................................................................................ 65 ARTICLE 13. DEFAULT AND REMEDIES ................................................................................................ 66

13.1 Events of Default ....................................................................................................................... 66

13.2 Right to Terminate upon Default............................................................................................... 67

13.3 Right to Cancel and Forego Monthly Payments as Performance Security................................67

13.4 Possession of Property upon Termination ................................................................................ 67

13.5 City’s Remedies Cumulative; Specific Performance .................................................................. 67

13.6 Liquidated Damages.................................................................................................................. 68

13.7 Excuse from Performance ......................................................................................................... 69 City Council/RSA Agenda 494 Tuesday, May 27, 2025
iv City of Union City
Tri-CED Franchise Agreement

13.8 Right to Demand Assurances of Performance........................................................................... 70

13.9 Obligation to Provide Service .................................................................................................... 70 ARTICLE 14. OTHER AGREEMENTS OF THE PARTIES ............................................................................ 72

14.1 Relationship of Parties............................................................................................................... 72

14.2 Compliance with Law................................................................................................................. 72

14.3 Governing Law........................................................................................................................... 72

14.4 Jurisdiction................................................................................................................................. 72

14.5 Binding on Successors ............................................................................................................... 73

14.6 Assignment................................................................................................................................ 73

14.7 Parties in Interest ...................................................................................................................... 74

14.8 Waiver ....................................................................................................................................... 74

14.9 Notice Procedures..................................................................................................................... 74

14.10 Representatives of the Parties .................................................................................................. 75

14.11 Criminal Activity of Contractor.................................................................................................. 75

14.11.1 Criminal Activity................................................................................................................ 75

14.11.2 Notice................................................................................................................................ 76

14.11.3 Contractor’s Cure.............................................................................................................. 76

14.11.4 Transfer and Hiring ........................................................................................................... 76

14.11.5 City’s Remedy ................................................................................................................... 76

14.12 Offer of Employment................................................................................................................. 77

14.13 Public Hearing on Contractor’s Performance............................................................................ 77

14.14 Iran Contracting Act Certification.............................................................................................. 77 ARTICLE 15 RESOLUTION OF DISPUTES............................................................................................... 77

15.1 Informal Resolution ................................................................................................................... 77

15.2 Mediation .................................................................................................................................. 77

15.3 Valuation Items.......................................................................................................................... 78

15.4 Binding Arbitration .................................................................................................................... 78

15.5 Pendency of Dispute.................................................................................................................. 79 ARTICLE 16. MISCELLANEOUS AGREEMENTS ...................................................................................... 79

16.1 Entire Agreement ...................................................................................................................... 79

16.2 Section Headings....................................................................................................................... 79

16.3 References to Laws.................................................................................................................... 79

16.4 Interpretation ............................................................................................................................ 79

16.5 Amendment............................................................................................................................... 79

16.6 Severability ................................................................................................................................ 80

16.7 Counterparts.............................................................................................................................. 80

16.8 Exhibits ...................................................................................................................................... 80 City Council/RSA Agenda 495 Tuesday, May 27, 2025
v City of Union City
Tri-CED Franchise Agreement
List of Exhibits
A Secretary’s Certificate
B City Service Locations
C Clarification of Contractor’s Compensation
D Schedule of Liquidated Damages
E Public Education Program Requirements
F Cart Specifications
G Contractor’s Compensation for Rate Year Twenty-One (21) H Iran Contracting Certification
I Protocol for Management of Contamination and Residue

J RESERVED
K Performance Security

L RESERVED
M Bad-Debt Escalation Plan
N Bad Debt Cost Sharing Model
O Index-Based Compensation Methodology
P Rate Year Twenty-One Rates
City Council/RSA Agenda 496 Tuesday, May 27, 2025
-1 - City of Union City
Tri-CED Franchise Agreement
1 AMENDED AND RESTATED
2 FRANCHISE AGREEMENT
3 BETWEEN
4 THE CITY OF UNION CITY
5 AND
6 TRI CITY ECONOMIC DEVELOPMENT CORPORATION
7 FOR RECYCLABLE MATERIALS
8 COLLECTION AND PROCESSING SERVICES
9 10 THIS AMENDED AND RESTATED FRANCHISE AGREEMENT (“Agreement”) is made and entered into as of 11 __________, 2025, by and between the City of Union City, a municipal corporation, (hereinafter “the 12 City”) and Tri City Economic Development Corporation (hereinafter referred to as the “Contractor”). 13 14 RECITALS
15 16 This Agreement is entered into with reference to the following facts and circumstances:
17 18 WHEREAS; the Legislature of the State of California, by enactment of the California Integrated Waste 19 Management Act of 1989 (“AB 939”) and subsequent additions and amendments (codified at California 20 Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and 21 require local agencies to make adequate provisions for Solid Waste Collection within their jurisdiction; 22 and,
23 24 WHEREAS; the State of California has found and declared that the amount of Solid Waste generated in 25 California, coupled with diminishing landfill space and potential adverse environmental impacts from land 26 filling and the need to conserve natural resources, have created an urgent need for State and local 27 agencies to enact and implement an aggressive integrated waste management program. The State has, 28 through enactment of AB 939, directed the responsible State agency, and all local agencies, to promote 29 Disposal Site Diversion and to maximize the use of feasible Solid Waste reduction, re-use, Recycling, and 30 Composting options in order to reduce the amount of Solid Waste that must be Disposed of in Disposal 31 sites; and,
32 33 WHEREAS; under Chapter 7.04 of the City’s Municipal Code, the City has the authority to provide for solid 34 waste, recyclable materials, and organic waste Collection, Processing, and Disposal, through the issuance 35 of one or more franchise agreements; and
36 37 WHEREAS; pursuant to California Public Resources Code Section 40059(a) as may be amended from time 38 to time, the City has determined that the public health, safety, and well-being require that an exclusive 39 right be awarded to one or more qualified contractors to provide for the Collection of Solid Waste, 40 Recyclable Materials, and Yard Trimmings, except for Collection of materials excluded in the City’s 41 Municipal Code, and other services related to meeting Diversion goals and other requirements of AB 939, 42 AB 341, AB 1826, and AB 1526; and,
43 City Council/RSA Agenda 497 Tuesday, May 27, 2025
-2 - City of Union City
Tri-CED Franchise Agreement
44 WHEREAS; since March 1994, Tri City Economic Development Corporation (“Tri-CED”) has provided the 45 City with Recyclable Materials Collection and Processing services pursuant to a franchise agreement; and 46 47 WHEREAS; Tri-CED is a California nonprofit public benefit corporation located in Union City, California and 48 since 1985 has provided jobs to local residents, and has made substantial capital investments in recycling 49 operations (by purchasing a 4.5 acre facility, improved and expanded the facility and its operations and, 50 acquired new Recycling and Processing equipment) designed specifically to serve the needs of the Union 51 City residents and those of other communities in order to achieve their respective Recycling goals, and 52 53 WHEREAS; the City of Union City has historically supported local businesses; and, 54 55 WHEREAS; in recognition of Tri-CED’s excellent performance and service to the community, on July 25, 56 2004, the City Council approved Resolution No. 2688-04, which awarded an exclusive franchise agreement 57 to Tri-CED (hereinafter “Contractor”) for Recyclable Materials Collection and Processing Services dated 58 August 10, 2004, for the period from May 23, 2005 through May 31, 2015 (“2004 Franchise Agreement”); 59 and
60 61 WHEREAS; the City Council has determined that Contractor, by demonstrated experience, reputation and 62 capacity, is qualified to provide for the Collection of Recyclables Materials from Residential and 63 Commercial Premises using Cart service within the corporate limits of the City, and Transportation, 64 Processing, and marketing of such Recyclable Materials, and City Council desires that Contractor continue 65 to provide such services for the City; and
66 67 WHEREAS; on November 25, 2014, in Resolution 4666-14, the City Council directed City staff to 68 renegotiate with Contractor a ten (10)-year extension of the 2004 Franchise Agreement through June 30, 69 2025, and to do so without competitive bidding; and
70 71 WHEREAS; in January 2015, City staff and Contractor entered negotiations as directed by the City Council; 72 and
73 74 WHEREAS; on June 1, 2015, the 2004 Franchise Agreement was extended for thirteen (13) months 75 pursuant to Section 3.4 of the 2004 Agreement; and
76 77 WHEREAS; the Parties submitted an Amended and Restated Franchise Agreement for the City Council’s 78 consideration; and
79 80 WHEREAS; the City Council authorized the City to execute this Amended and Restated Franchise 81 Agreement with a Term through June 30, 2025 with an option to extend (“Agreement”); and 82 83 WHEREAS; in June 2023, City staff and the Contractor entered negotiations as directed by the City Council; 84 and
85 86 WHEREAS; the Parties submitted an Amended and Restated Franchise Agreement for the City Council’s 87 consideration; and
88 89 WHEREAS; the City Council authorized the City to execute this Amended and Restated Franchise 90 Agreement with a term ending June 30, 2035 (“Agreement”); and 91 City Council/RSA Agenda 498 Tuesday, May 27, 2025
-3 - City of Union City
Tri-CED Franchise Agreement
92 93 WHEREAS; this Agreement supersedes any and all prior agreements and understandings between the 94 Parties, including the 2004 Franchise Agreement as extended and the 2015 Franchise Agreement; and 95 96 WHEREAS; the City further declares its intent to approve Contractor’s Compensation and the associated 97 Maximum Rates established by Contractor that may be charged to Customers for the Collection, 98 Transportation, Processing, and Recycling of Recyclable Materials; 99 100 WHEREAS; the Maximum Rates that Customers are charged are competitive for the industry based on the 101 substantial array of services provided and are reasonably related to the cost of providing such services; 102 and
103
104 WHEREAS, this Agreement has been developed by and is satisfactory to the Parties; and 105
106 WHEREAS, the City Council of City of Union City duly approved this Agreement per Resolution No. 107 ________, together with the Franchise Fee, Contractor payments to City, and other City fees provided for 108 in the Agreement (collectively “City Imposed Fees”), and found and determined that such City Fees were 109 both necessary and reasonably reflect, or are less than, the actual costs City that will incur in the 110 administration of the contracted services, compliance with mandatory state laws and regulations related 111 to the contracted services, and to mitigate the impacts contracted services will have on City. 112
113 Now, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 114 Agreement and for other good and valuable consideration, the Parties agree as follows:
115
116 ARTICLE 1.
117 DEFINITIONS
118
119 For purposes of this Agreement, unless a different meaning is clearly required, the following words and 120 phrases shall have the following meanings respectively ascribed to them by this Article and shall be 121 capitalized throughout this Agreement:
122
123 “2004 Franchise Agreement” means the City’s exclusive franchise agreement to Tri-CED for Recyclable 124 Materials Collection and Processing Services dated August, 10, 2004 for the period from May 23, 2005 125 through May 31, 2015.
126
127 “AB 32” means the California Global Solutions Act of 2006 (Division 25.5 of the California Health and Safety 128 Code), also commonly referred to as “AB 32,” as amended, supplemented, superseded, and replaced from 129 time to time.
130
131 “AB 341” means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, AB 132 341]), also commonly referred to as “AB 341”, as amended, supplemented, superseded, and replaced 133 from time to time. AB 341 requires businesses, defined to include commercial or public entities that 134 generate more than 4 cubic yards of commercial Solid Waste per week or multifamily residential dwellings 135 of 5 units or more, to arrange for Recycling services and requires jurisdictions to implement a commercial 136 Solid Waste Recycling program.
137
City Council/RSA Agenda 499 Tuesday, May 27, 2025
-4 - City of Union City
Tri-CED Franchise Agreement
138 “AB 939” means the California Integrated Waste Management Act of 1989 codified in part in Public 139 Resources Code §§ 40000 et seq., and such regulations adopted by California Department of Resources 140 Recycling and Recovery (CalRecycle) for implementation of the Act, or its successor agency, including but 141 not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 (Chapter 343, Statues of 2008 142 [Wiggins, SB 1016]), and the Mandatory Commercial Organics Recycling Act (AB 1826). . 143
144 “AB 1594” means the 2014 act to amend Sections 40507 and 41781.3 of the Public Resources Code, 145 relating to solid waste (Chapter 719, Statues of 2014 [Williams, AB 1594), also commonly referred to as 146 “AB 1594”, as amended, supplemented, superseded, and replaced from time to time. 147
148 “AB 1826” means the Organic Waste Recycling Act of 2014 (Chapter 727, Statues of 2014 [Chesbro, AB 149 1826]), also commonly referred to as “AB 1826”, as amended, supplemented, superseded, and replaced 150 from time to time. AB 1826 requires each jurisdiction, on and after January 1, 2016, to implement an 151 Organic Waste Recycling program to Divert from the landfill Organic Waste from businesses. Each 152 business meeting specific Organic Waste or Solid Waste generation thresholds phased in from April 1, 153 2016, to January 1, 2020, is required to arrange for Organic Waste Recycling services. 154
155 “Adequate Commercial Recycling Program” means the definition and process used by the Alameda 156 County Waste Management Authority/Alameda County Source Reduction and Recycling Board to assess 157 the existence of an “adequate commercial recycling program” for the purpose of determining municipal 158 eligibility to receive per capita Recycling Fund monies beginning July 1, 2013. The policy adopted by the 159 Alameda County Source Reduction and Recycling Board on November 8, 2012 is included as Exhibit I. 160
161 “Affiliate” means all businesses (including corporations, limited and general partnerships and sole 162 proprietorships) which are directly or indirectly related to Contractor by virtue of direct or indirect 163 Ownership interest or common management shall be deemed to be “Affiliated with” Contractor and 164 included within the term “Affiliates” as used herein. An Affiliate shall include a business in which 165 Contractor has a direct or indirect Ownership interest; a business, which has a direct or indirect Ownership 166 interest in Contractor; and/or a business which is also Owned, controlled or managed by any business or 167 individual which has a direct or indirect Ownership interest in Contractor. For the purposes of this 168 definition, “Ownership” means ownership as defined in the constructive ownership provisions of Section 169 318(a) of the Internal Revenue Code of 1986, as in effect on the date here, provided that ten percent 170 (10.0%) shall be substituted for fifty percent (50.0%) in Section 318(a)(2)(C) and in Section 318(a)(3)(C) 171 thereof; and Section 318(a)(5)(C) shall be disregarded. For purposes of determining Ownership under this 172 paragraph and constructive or indirect ownership under Section 318(a), Ownership interest of less than 173 ten percent (10.0%) shall be disregarded and percentage interests shall be determined on the basis of the 174 percentage of voting interest of value which the ownership interest represents, whichever is greater. 175
176 “Agreement” means this Amended and Restated Agreement between the City and Tri City Economic 177 Development Corporation (“Tri-CED”) for Collection and Processing of Recyclable Materials from residents 178 and multi-family and commercial businesses using Cart service, including all exhibits, and any future 179 amendments hereto.
180
181 “Alternative Daily Cover (ADC)” means cover material used to cover compacted solid wastes in a Disposal 182 site other than Yard Trimmings and other than at least six (6) inches of earthen material, placed on the 183 surface of the active face of the refuse fill area at the end of each operating day to control vectors, fires, 184 odors, blowing litter, and scavenging, as defined in Section 20164 of the California Code of Regulations as 185 may be amended from time to time.

City Council/RSA Agenda 500 Tuesday, May 27, 2025
-5 - City of Union City
Tri-CED Franchise Agreement
186
187 “Applicable Law” means all Federal, State, County, and local laws, regulations, rules, orders, judgments, 188 decrees, permits, approvals, or other requirements of any governmental agency having jurisdiction over 189 an aspect of this Agreement that are in force on the Effective Date, and as may be enacted, issued, or 190 amended thereafter, including, without limitation, the City’s Municipal Code, the California Integrated 191 Waste Management Act of 1989 (Public Resources Code Section 40000 et seq.) as amended as of the 192 Effective Date, inclusive (without exclusion to other amendments not referenced here) of AB 939, AB 341, 193 AB 1826, AB 1594, SB 1383, and inclusive of all regulations implementing the same. It shall also include 194 SB 54, the Plastic Pollution Prevention and Packaging Producer Responsibility Act, and the California Air 195 Resources Board Advanced Clean Fleets regulations (2023). 196
197 “Approved Recyclable Materials Processing Facility” means the Tri-CED facility and Recycling Processing 198 site located at 33377 Western Avenue in Union City, California, which is owned by Contractor and 199 approved by the City.
200
201 “Batteries” means single-use or rechargeable batteries and all other batteries identified by the California 202 Department of Resources Recycling and Recovery as Universal Waste. Examples include AAA, AA, C, D, 203 button cell, and 9-volt batteries. Car batteries are excluded. 204
205 “Billings” means any and all statements of charges for services rendered, howsoever made, described or 206 designated by Contractor, or made by other for City or Contractor, presented to Customers served by 207 Contractor for the Collection of Solid Waste, Recyclable Materials, and Organic Materials in the City. 208
209 “Bin” means a Container with capacity of approximately one to eight cubic yards, with a hinged lid, and 210 with wheels, that is serviced by a front end-loading Collection vehicle. 211
212 “Business Days” mean Mondays through Fridays, excluding Holidays. 213
214 “Cart” means a Contractor-provided plastic Container with a hinged lid and wheels that is serviced by an 215 automated or semi-automated Collection vehicle. A Cart has capacity of 35, 64, or 96 gallons (or similar 216 volumes).
217
218 “Change in Law” means any of the following events or conditions which has a material and adverse effect 219 on the performance by the Parties of their respective obligations under this Agreement, except as 220 otherwise provided herein and except for payment obligations:
221
222 a. The enactment, adoption, promulgation, issuance, modification, or written change in 223 administrative or judicial interpretation on or after the Effective Date of any Applicable Law; 224 or
225
226 b. The order or judgment of any governmental body, on or after the Effective Date, to the 227 extent such order or judgment is not the result of willful or negligent action, error or omission 228 or lack of reasonable diligence of the City or of the Contractor, whichever is asserting the 229 occurrence of a Change in Law; provided, however, that the contesting in good faith or the 230 failure in good faith to contest any such order or judgment shall not constitute or be 231 construed as such a willful or negligent action, error or omission or lack of reasonable 232 diligence.
233
City Council/RSA Agenda 501 Tuesday, May 27, 2025
-6 - City of Union City
Tri-CED Franchise Agreement
234
235 “City” means the City of Union City, Union City, a municipal corporation, and all the territory lying within 236 the municipal boundaries of the City as presently existing or as such, boundaries may be modified during 237 the Term. Unless otherwise specified in this Agreement any action authorized or required by the City may 238 be taken by the City Council or by an agent designated by the City Council. 239
240 “Collection” means the act of collecting Recyclable Materials and other material at the place of generation 241 in the City.
242
243 “Commencement Date” means the date specified in Section 3.1 when Collection, Transportation, and 244 Processing services required by this Agreement shall be provided. 245
246 “Commercial” shall mean of, from or pertaining to non-Residential Premises where business activity is 247 conducted, including, but not limited to, retail sales, services, wholesale operations, manufacturing and 248 industrial operations, but excluding businesses conducted upon Residential property which are permitted 249 under applicable zoning regulations and are not the primary use of the property. 250
251 “Complaint” means written or orally communicated statements made by members of the public, 252 Customers, Owners, or Occupants of properties served by Contractor, or officers, employees or agents of 253 City alleging non-performance or deficiencies in Contractor’s performance, or otherwise alleging a 254 violation by Contractor of the provisions of this Agreement. 255
256 “Container” or “Containers” means Contractor-provided Carts and “submarine style” Drop Boxes (Drop 257 Boxes that were provided to Customers under the 2004 Franchise Agreement). 258
259 “Contaminant” means any material or substance in a Container that is not included in the definition of 260 Recyclable Materials.
261
262 “Contamination” means an event whereby a Customer places Contaminants into Contractor’s Containers 263 set out for Collection.
264
265 “Contractor” means Tri City Economic Development Corporation (“Tri-CED”), a corporation organized and 266 operating under the laws of the State of California and its officers, directors, employees, agents, 267 companies, and Subcontractors.
268
269 “Contractor’s Compensation” means the monetary compensation received by Contractor in return for 270 providing services in accordance with this Agreement as described in Article 11. 271
272 “Contractor’s Facility” means the facility owned and operated by Contractor located at 33377 Western 273 Avenue in Union City, California.
274
275 “Contractor Party(ies)” shall mean Contractor, officers, directors, or management or fiscal employees 276 (where “management employee” means any employee with direct or indirect responsibility for direction 277 and control over the Contractor’s activities under this Agreement and “fiscal” employee means an 278 employee with direct or indirect responsibility and control duties relating to financial matters under this 279 Agreement).
280
City Council/RSA Agenda 502 Tuesday, May 27, 2025
-7 - City of Union City
Tri-CED Franchise Agreement
281 “Contractor’s Proposal” means the proposal submitted by Contractor and received on September 8, 2004 282 by the City in response to the City’s May 2004 Request for Proposals for Collection and Disposal Services 283 and certain supplemental written materials incorporated by reference, and the proposal documents and 284 supplemental information submitted by Contractor to the City commencing in November 2023 through 285 April 2024 or soon thereafter.
286
287 “CPI” means the consumer price index and shall be the series CUSR0000SEHG, Water and Sewer and 288 Garbage Collection Services in U.S. city average, all urban consumers, seasonally adjusted. 289
290 “Criminal Activity” means those activities described in Section 14.11.1. 291
292 “Curb (or Curbside)” means the location of a Container for pick-up, where such Container is placed on the 293 street or alley against the face of the curb, or where no Curb exists, the Container is placed not more than 294 five feet from the outside edge of the street or alley nearest the property’s entrance. 295
296 “Customer” means the Person who orders, receives, and pays for services from Contractor’. 297
298 “Delivery” means placement of Recyclable Materials by a Generator in a receptacle and/or at a location 299 that is designated for Collection pursuant to the City’s Municipal Code. 300
301 “Designated Transfer Station” means the Fremont Recycling and Transfer Station at 41149 Boyce Road, 302 Fremont, California unless the City Manager designates in writing a different transfer or Disposal site in 303 accordance with Section 4.5. The Designated Transfer Station shall serve as a location for the receipt and 304 transfer of Residue from the Processing of Recyclable Materials. 305
306 “Designated Waste” means non-Hazardous Waste which may pose special Disposal problems because of 307 its potential to contaminate the environment and which may be Disposed of only in Class II Disposal Sites 308 or Class III Disposal Sites pursuant to a variance issued by the California Department of Health Services. 309 Designated Waste consists of those substances classified as Designated Waste by the State of California, 310 in California Code of Regulations Title 23, Section 2522 as may be amended from time to time. 311
312 “Discarded Materials” means Solid Waste, Recyclable Materials, Yard Trimmings, or Construction and 313 Demolition Debris placed by a Generator in a receptacle and/or at a location that is designated for 314 Collection pursuant to the City’s Municipal Code.
315
316 “Disposal” or “Dispose” (or a variation thereof) means the final disposition of Solid Waste at a landfill 317 disposal site.
318
319 “Diversion” means activities which reduce or eliminate the amount of Solid Waste from Solid Waste 320 Disposal including, but not limited to, Recycling and Composting. 321
322 “Drop Box” means an open-top Container with a typical capacity of 6 to 14 cubic yards that is serviced by 323 a roll-off Collection vehicle.
324
325 “Effective Date” means the date on which the latter of the two Parties signs the Agreement and the date 326 on which Contractor may begin to take actions and incur costs in preparation to provide Collection, 327 Transportation, and Processing services required by this Agreement. 328
City Council/RSA Agenda 503 Tuesday, May 27, 2025
-8 - City of Union City
Tri-CED Franchise Agreement
329 “E-Waste” means discarded electronic equipment such as, but not limited to, television sets, computer 330 monitors, central processing units (CPUs), laptop computers, external computer hard drives, computer 331 keyboards, computer mice, computer printers, copiers, facsimile machines, radios, stereos, stereo 332 speakers, DVDs, VCRs, telephones, cellular phones, camcorders and Batteries that were part of the e333 waste items. 334
335 “Food Scraps” means food scraps such as those Discarded Organic Materials that will decompose and/or 336 putrefy including (i) all kitchen and table food waste, and animal or vegetable waste that attends or results 337 from the storage, preparation, cooking or handling of food stuffs, and (ii) paper waste contaminated with 338 Food Scraps. Food Scraps is a subset of Organic Materials. 339
340 “Franchise” is the exclusive right and privilege of Contractor to Collect, Transport, and Process Recyclable 341 Materials in accordance with the terms and conditions of this Agreement. 342
343 “Franchise Fees” or “City Fees” means a payment that the Contractor has voluntarily agreed to pay to City 344 in consideration of the exclusive rights granted by the City under this Agreement. City and Contractor 345 acknowledge and agree that the amount of the Franchise Fee is the result of bona fide, arms-length 346 negotiations between City and Contractor. Contractor further acknowledges and agrees that the amount 347 of the Franchise Fee represents Contractor’s independent determination of the market value of the 348 exclusive rights granted by City under this Agreement. Contractor is not required by this Agreement or 349 any City ordinance, resolution, or regulation to charge the Franchise Fee to Customers. Because the 350 Franchise Fee represents a cost to Contractor in performing services pursuant to this Agreement, 351 Contractor may, in its sole discretion, include an amount equal to the Franchise Fee in Contractor’s 352 compensation.
353
354 “Generator” means any Person as defined by the Public Resources Code, whose act or process produces 355 Solid Waste, Recyclable Materials, or Organic Materials as defined in the Public Resources Code, or whose 356 act first causes Solid Waste to become subject to regulation. 357
358 “Hazardous Substance” means any of the following: (a) any substances defined, regulated or listed 359 (directly or by reference) as “Hazardous Substances”, “hazardous materials”, “Hazardous Wastes”, “toxic 360 waste”, “pollutant” or “toxic substances” or similarly identified as hazardous to human health or the 361 environment, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and 362 Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation 363 Act, 49 USC §1802, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) 364 the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25105-25107, 25249.8, 365 25281, and 25316; (vi) the Clean Air Act, 42 USC §7901 et seq.; and (vii) California Water Code §13050; (b) 366 any amendments, rules or regulations promulgated there under to such enumerated statutes or acts 367 currently existing or hereafter enacted; and (c) any other hazardous or toxic substance, material, 368 chemical, waste or pollutant identified as hazardous or toxic or regulated under any other Applicable Law 369 currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated 370 biphenyl’s (“PCBs”), petroleum, natural gas and synthetic fuel products, and by-products. 371
372 “Hazardous Waste” means all substances defined as Hazardous Waste, acutely Hazardous Waste, or 373 extremely Hazardous Waste by the State of California in Health and Safety Code §25100.02, §25105, and 374 §25107 or in the future amendments to or recodifications of such statutes or identified and listed as 375 Hazardous Waste by the U.S. Environmental Protection Agency (EPA), pursuant to the Federal Resource City Council/RSA Agenda 504 Tuesday, May 27, 2025
-9 - City of Union City
Tri-CED Franchise Agreement
376 Conservation and Recovery Act (42 USC §6901 et seq.), all future amendments thereto, and all rules and 377 regulations promulgated there under.
378
379 “Holidays” are defined as New Year’s Day (January 1), Thanksgiving Day (fourth Thursday in November), 380 and Christmas Day (December 25).
381
382 “Household Hazardous Waste” means that waste resulting from products purchased by the general 383 public for household use which, because of its quantity, concentration, or physical, chemical or infectious 384 characteristics, may pose a substantial known or potential hazard to human health or the environment 385 when improperly treated, Disposed, or otherwise managed, or, in combination with other Solid Waste, 386 may be infectious, explosive, poisonous, caustic, or toxic, or exhibit any of the characteristics of 387 ignitability, corrosivity, reactivity, or toxicity as per California Code of Regulations Title 22, Division 4.5, 388 Chapter 11, Section 66261.3.
389
390 “Infectious Waste” means biomedical waste generated at hospitals, public or private medical clinics, 391 dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary 392 facilities and other similar establishments that are identified in Health and Safety Code Section 25107.5 393 as may be amended from time to time.
394
395 “Legislation” means any code, ordinance, resolution, or any other formal enactment of the governing 396 body of the City, which now exists or which may hereafter be adopted, which constitutes law or regulation 397 governing the operation of the Contractor.
398
399 “Liquidated Damages” means the amounts due by Contractor for failure to meet specific quantifiable 400 standards of performance as described in Section 13.6 and Exhibit D. 401
402 “Maximum Rates” means those rates or charges established by Contractor and approved from time-to403 time by the City Council, which set forth the maximum amount that Contractor may charge Customer for 404 for services provided pursuant to this Agreement.
405
406 “Non-Parcelized Multi-Family” means, notwithstanding any contrary definition in the City’s Municipal 407 Code, any Residential Premises with more than one unit used for Residential purposes regardless of 408 whether residence therein is transient, temporary or permanent, which receive centralized, communal 409 Collection service for all units on the Premises which are billed to one Customer at one address, excluding 410 hotels (which shall be considered Commercial Premises), Single-Family Premises, and Parcelized Multi411 Family Premises (however, those Parcelized Multi-Family Premises that receive centralized, communal 412 Collection service shall be considered Non-Parcelized Multi-Family Premises). 413
414 “Occupant” means the Person who occupies a Premises. 415
416 “Organic Materials” means those Discarded Materials that will decompose and/or putrefy and that the 417 City’s Municipal Code permits, directs, and/or requires Generators to separate from Solid Waste and 418 Recyclable Materials for Collection in specially designated Containers for Organic Materials Collection. 419 Organic Materials include Yard Trimmings and Food Scraps such as, but not limited to, green trimmings, 420 grass, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees, small wood 421 pieces, other types of organic yard waste, vegetable waste, fruit waste, grain waste, dairy waste, meat 422 waste, fish waste, paper contaminated with Food Scraps or otherwise not accepted in the Recyclable 423 Materials Collection program, pieces of unpainted and untreated wood, and pieces of unpainted and City Council/RSA Agenda 505 Tuesday, May 27, 2025
-10 - City of Union City
Tri-CED Franchise Agreement
424 untreated wallboard. No Discarded Material shall be considered to be Organic Materials, however, unless 425 such material is separated from Solid Waste and Recyclable Material. 426
427 “Owner” means the Person holding legal title to the land or building. 428
429 “Parcelized Multi-Family” means any attached home, townhouse, condo or residence designated or used 430 for occupancy by one family, excluding those Premises that receive centralized, communal Collection 431 (which shall be considered Non-Parcelized Multi-Family Premises). 432
433 “Party or Parties” refers to the City and Contractor, individually or together. 434
435 “Pass-Through Cost(s)” means lease costs, interest expense, Processing facility cost adjustment, Franchise 436 Fees and other City fees, regulatory fees, and other items, which are included as part of Contractor’s 437 Compensation but for which Contractor does not receive profit. Pass-Through Costs shall include 438 regulatory fees, which are directly assessed against the Contractor by governmental entities, that 439 Contractor remits to such entities provided that the City approves such costs incurred by the Contractor 440 as a direct result of mandatory Federal, State, regional and local governmental and/or regulatory fees, 441 surcharges, assessments or other governmental payments related to provision of its obligations under 442 this Agreement except costs related to judgments, settlements, fines, or Liquidated Damages. 443
444 “Person(s)” means any individual, firm, association, organization, partnership, corporation, business trust, 445 joint venture, the United States, the State of California, the County of Alameda, and special purpose 446 districts.
447
448 “Premises” means any land or building in the City where Recyclable Materials are generated or 449 accumulated.
450
451 “Processing” means to prepare, treat, or convert through some special method. 452
453 “Processing Site” means any plant or site used for the purpose of sorting, cleansing, treating or 454 reconstituting Recyclable Materials for the purpose of making such material available for reuse. 455
456 “Rate Year” means a 12-month period, commencing July 1 and concluding June 30 for which Total 457 Contractor’s Compensation is calculated. Rate Years are numbered consecutively starting with Rate Year 458 Eleven (July 1, 2015 to June 30, 2016), thus reflecting a continuation from the 2004 Franchise Agreement 459 Rate Years.
460
461 “Recyclable Materials” means those Discarded Materials that the City Code permits, directs and/or 462 requires Generators to set out in Recyclable Materials Containers for Collection for the purpose of 463 Recycling. No Discarded Materials shall be considered Recyclable Materials unless such material is 464 separated from Solid Waste and Organic Materials. Recyclable materials shall include, at a minimum, the 465 materials deemed recyclable on the SB 54 Covered Material Category List published and updated annually 466 by CalRecycle pursuant to Public Resources Code (PRC) Sections 42061 (a), 42061 (c) and 42061 (d). 467 Recyclable materials may include additional materials as accepted and approved by the City and 468 Contractor.
469
470
City Council/RSA Agenda 506 Tuesday, May 27, 2025
-11 - City of Union City
Tri-CED Franchise Agreement
471 “Recycle or Recycling” means the process of sorting, cleansing, treating and reconstituting at a Recyclable 472 Materials Processing Site materials that would otherwise be Disposed of at a landfill for the purpose of 473 returning such materials to the economy in the form of raw materials for new, reused or reconstituted 474 products. “Recycling” does not include transformation as defined in Public Resources Code Section 40201. 475 Paper products and printing and writing paper, each as defined in SB 1383, may be placed in either the 476 Recyclable Materials Container or the Organic Waste Container. Carpet and textiles, as well as 477 compostable plastic materials, may not be placed in either the Recyclable Materials Container or the 478 Organic Waste Container.
479
480 “Related-Party Entity” (or “Related Parties”) means any Affiliate, which has financial transactions with 481 Contractor pertaining to this Agreement that has been approved by the City. 482
483 “Residential” shall mean of, from, or pertaining to a Single-Family Premises, Parcelized Multi-Family 484 Premises, or Non-Parcelized Multi-Family Premises including single-family homes, apartments, 485 condominiums, townhouse complexes, mobile home parks, cooperative apartments, and yacht harbors 486 and marinas where residents live aboard boats.
487
488 “Residue” or “Residual” (or a variation thereof) means material remaining, if any, after Processing of 489 Recyclable Materials that requires Disposal.
490
491 “Residue Level” means the percentage equal to the Tonnage of Residue Disposed by Contractor divided 492 by Tonnage Collected by Contractor, which reflects the amount of Residue. 493
494 “Revenue Requirement” means the total amount of Contractor’s Compensation and City Feesthat is used 495 by Contractor to establish the Maximum Rates it charges Customers for services provided pursuant to this 496 Agreement.
497
498 “SB 54” means the Packaging Pollution Prevention and Packaging Producer Responsibility Act of 2022 499 (Chapter 75, Statutes of 2022 [Allen, et al., SB 54]), also commonly referred to as “SB 54”, as amended, 500 supplemented, superseded, and replaced from time to time. 501
502 “SB 1383” means the Short-Lived Climate Pollutant Reduction Act of 2016 (Chapter 395, Statutes of 2016 503 [Lara, SB 1383]), also commonly referred to as “SB 1383”, as amended, supplemented, superseded, and 504 replaced from time to time.
505
506 “Service Type” refers separately to the Recyclable Materials Collection services for each of the following 507 types of Customer types: Single-Family Cart service, Parcelized Multi-Family Cart service, Non-Parcelized 508 Multi-Family Cart service, Commercial Cart service, and City facilities Cart service. 509
510 “Single-Family” means, notwithstanding any contrary definition in the City’s Municipal Code, any 511 detached or attached house or residence designed or used for occupancy by one family, provided that 512 Collection service feasibly can be, and is, provided to such Premises as an independent unit, and the owner 513 or occupant of such independent unit is billed directly for the Collection service. 514
515 “Solid Waste” means solid waste as defined in California Public Resources Code, Division 30, Part 1, 516 Chapter 2, §40191 and regulations promulgated there under that the City Code requires Generators 517 within the City to set out for Collection. Excluded from the definition of Solid Waste are Construction and 518 Demolition Debris, Hazardous Waste, Infectious Waste, Designated Waste, Source Separated Recyclable City Council/RSA Agenda 507 Tuesday, May 27, 2025
-12 - City of Union City
Tri-CED Franchise Agreement
519 Materials, Source Separated Organic Materials, and radioactive waste. Notwithstanding any provision to 520 the contrary, “Solid Waste” may include de minimis volumes or concentrations of waste of a type and 521 amount normally found in Residential Solid Waste after implementation of programs for the safe 522 collection, recycling, treatment and disposal of Household Hazardous Waste in compliance with Section 523 41500 and 41802 of the California Public Resources Code as may be amended from time to time. 524
525 Solid Waste includes Salvageable Materials only when such materials are included for Collection in a Solid 526 Waste Container.
527
528 “Solid Waste Contractor” means the company selected by the City that entered into an exclusive 529 franchise agreement for: 1) the Collection of Solid Waste, 2) the Collection and Processing of Recyclable 530 Materials from Multi-Family and Commercial Customers subscribing to Recyclable Materials Collection 531 services using Bins and Drop Boxes, and 3) the Collection and Processing of Organic Materials. 532
533 “Source Separated” means the segregation, by the Generator, of materials designated for separate 534 Collection for some form of Recycling, composting, recovery, or reuse. 535
536 “Specialty Recyclable Material” means material not specified in this Agreement that can be or will be 537 Collected for purposes of Recycling by any Person operating under a valid permit issued by the City. Such 538 Specialty Recyclable Material includes, but is not limited, to scrap metal weighing more than ten (10) 539 pounds, construction and demolition debris, high-grade paper (including office mixed paper), pallets, and 540 plastic film. Specialty Recyclable Materials do not include Source Separated Recyclable Materials set out 541 for Collection in Containers by Single-Family, Parcelized Multi-Family, Non-Parcelized Multi-Family, 542 Commercial, and Drop Box Customers.
543
544 “State” means the State of California.
545
546 “Subcontractor” means a party who has entered into a contract, express or implied, with the Contractor 547 for the performance of an act that is necessary for the Contractor’s fulfillment of its obligations under this 548 Agreement.
549
550 “Term” means the Term of this Agreement, including extension periods if granted, as provided for in 551 Article 3.
552
553 “Ton (or Tonnage)” means a unit of measure for weight equivalent to two thousand (2,000) standard 554 pounds where each pound contains sixteen (16) ounces. 555
556 “Transportation” means the act of transporting or state of being transported. 557
558 “Unacceptable Spillage” means any Solid Waste, Recyclable Materials or Organic Materials spilled or left 559 at established Collection sites by Contractor after Collection, except that small particles of grass clippings 560 and leaves of the size and volume (that can be collected by regular street sweeping operations) may be 561 left behind.
562
563 “Yard Trimmings” means those Discarded Materials that will decompose and/or putrefy, including, but 564 not limited to, green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree 565 trimmings, dead trees, small pieces of unpainted and untreated wood, and other types of organic waste. 566 Yard Trimmings are a subset of Organic Materials.

City Council/RSA Agenda 508 Tuesday, May 27, 2025
-13 - City of Union City
Tri-CED Franchise Agreement
567
568
569 ARTICLE 2.
570 REPRESENTATIONS AND WARRANTIES OF
571 THE CONTRACTOR
572
573 The Contractor, by acceptance of this Agreement, represents and warrants the conditions presented in 574 this Article.
575 2.1 CORPORATE STATUS
576 Contractor is a 501 (c) (3) California nonprofit corporation duly organized, validly existing and in good 577 standing under the laws of the State. It is qualified to transact business in the State and has the power to 578 own its properties and to carry on its business as now owned and operated and as required by this 579 Agreement.
580
581 2.2 CORPORATE AUTHORIZATION
582 Contractor has the authority and has taken all actions required by law, its articles of incorporation, its 583 bylaws, or otherwise, to enter and perform its obligations under this Agreement. The Person signing this 584 Agreement on behalf of Contractor represents and warrants that they have authority to do so and the 585 Secretary’s Certificate in Exhibit A confirms this. This Agreement constitutes the legal, valid, and binding 586 obligation of the Contractor.
587
588 2.3 AGREEMENT WILL NOT CAUSE BREACH
589 To the best of Contractor’s knowledge after reasonable investigation, the execution or delivery of this 590 Agreement or the performance by Contractor of its obligations hereunder does not conflict with, violate, 591 or result in a breach: (i) of any law or governmental regulation applicable to Contractor; or (ii) any term 592 or condition of any judgment, order, or decree of any court, administrative agency or other governmental 593 authority, or any Agreement or instrument to which Contractor is a party or by which Contractor or any 594 of its properties or assets are bound, or constitutes a default there under. 595
596 2.4 NO LITIGATION
597 To the best of Contractor’s knowledge after reasonable investigation, there is no action, suit, proceeding 598 or investigation, at law or in equity, before or by any court or governmental authority, commission, board, 599 agency or instrumentality decided, pending or threatened against Contractor wherein an unfavorable 600 decision, ruling or finding, in any single case or in the aggregate, would:
601
602 A. Materially, adversely affect the performance by Contractor of its obligations hereunder; 603
604 B. Adversely affect the validity or enforceability of this Agreement; or 605
606 C. Have a material adverse effect on the financial condition of Contractor, or any surety or entity 607 guaranteeing Contractor’s performance under this Agreement. 608
City Council/RSA Agenda 509 Tuesday, May 27, 2025
-14 - City of Union City
Tri-CED Franchise Agreement
609 2.5 NO ADVERSE JUDICIAL DECISIONS
610 To the best of Contractor’s knowledge after reasonable investigation, there is no judicial decision that 611 would prohibit this Agreement or subject this Agreement to legal challenge. 612
613 2.6 NO LEGAL PROHIBITION
614 To the best of Contractor’s knowledge after reasonable investigation, there is no Applicable Law in effect 615 on the date Contractor signed this Agreement that would prohibit the Contractor’s performance of its 616 obligations under this Agreement and the transactions contemplated hereby. 617
618 2.7 CONTRACTOR’S STATEMENTS
619 The Contactor’s Proposal and any other supplementary information submitted to the City, which the City 620 has relied on in awarding and entering this Agreement, do not: (i) contain any untrue statement of a 621 material fact, or (iii) omit to state a material fact that is necessary in order to make the statements made, 622 in light of the circumstances in which they were made, not misleading. 623
624 2.8 CONTRACTOR’S INVESTIGATION
625 Contractor has made an independent investigation (satisfactory to it) of the conditions and circumstances 626 surrounding the Agreement and the work to be performed hereunder. Contractor has taken such matters 627 into consideration in entering this Agreement to provide services in exchange for the compensation 628 provided for under the terms of this Agreement.
629
630 2.9 ABILITY TO PERFORM
631 Contractor possesses the business, professional, and technical expertise to Collect, Transport, Process, 632 and market the Recyclable Materials generated in the City. Contractor possesses the equipment, 633 facility(ies), and employee resources required to perform its obligations under this Agreement. 634
635 2.10 VOLUNTARY USE OF DESIGNATED TRANSFER STATION
636 Contractor, without constraint and as a free-market business decision in accepting this Agreement, agrees 637 to use the Designated Transfer Station for the purposes of transferring and Disposing of all Residue from 638 the Processing of Recyclable Materials Collected in the City. Such decision by Contractor in no way 639 constitutes a restraint of trade notwithstanding any Change in Law regarding flow control limitations or 640 any definition thereof.
641 ARTICLE 3.
642 TERM OF AGREEMENT
643
644 3.1 EFFECTIVE DATE AND COMMENCEMENT DATE
645 The Effective Date of this Agreement shall be the date the latter of the two Parties signs the Agreement. 646
647 The Commencement Date shall be July 1, 2025 and shall be the date on which Contractor initiates 648 provision of Collection, Transportation, Processing, and marketing of Recyclable Materials required by this 649 Agreement.
650
City Council/RSA Agenda 510 Tuesday, May 27, 2025
-15 - City of Union City
Tri-CED Franchise Agreement
651 Between the Effective Date and Commencement Date, Contractor shall perform all activities necessary to 652 prepare itself to start Collection, Transportation, Processing, and marketing of Recyclable Materials 653 required by this Agreement on the Commencement Date. Such activities shall allow Contractor to 654 implement services described in this Agreement starting on the Commencement Date. 655
656 3.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT
657 The obligation of City to permit this Agreement to become effective and to perform its undertakings 658 provided for in this Agreement is subject to the satisfaction of all the conditions below, each of which may 659 be waived, in written form, in whole or in part by City. 660
661 A. Accuracy of Representations. The representations and warranties made in Article 2 of this 662 Agreement are true and correct on and as of the Effective Date. 663
664 B. Absence of Litigation. There is no litigation pending on the Effective Date in any court challenging 665 the award or execution of this Agreement or seeking to restrain or enjoin its performance. 666
667 C. Furnishings of Evidence of Insurance and Performance Assurance. Contractor has furnished 668 evidence of the insurance and performance assurance required by Article 12 that is satisfactory 669 to the City.
670
671 D. Effectiveness of City Council Action. The City Council shall have taken action approving this 672 Agreement and all Parties shall have signed the Agreement pursuant to Applicable Law prior to or 673 on the Effective Date, provided that no restraining order of any kind has been issued. 674
675 3.3 TERM
676 The Term of this Agreement shall continue in full force from 12:01 a.m. on July 1, 2025 (Commencement 677 Date), to midnight June 30, 2035, unless the Agreement is extended by City pursuant to Section 3.4 or 678 terminated in accordance with Section 13.2.
679
680 3.4 OPTION TO EXTEND TERM
681 At the City’s sole discretion, the City shall have the option to extend this Agreement on one or more 682 occasions provided that the combined extension period does not exceed five years or extend beyond June 683 30, 2040. If the City extends the Agreement, it shall give written notice to Contractor one hundred eighty 684 (180) calendar days prior to the initial expiration date or extended expiration date of this Agreement. The 685 City’s written notice shall specify the number of months by which it elects to extend the Term of this 686 Agreement and the revised expiration date of the Agreement. At the end of the Term, the City may 687 renegotiate the terms and conditions of the Agreement with the Contractor or select another means to 688 procure or provide Collection services. The City has no obligation to renegotiate, renew or extend the 689 rights granted to Contractor beyond the initial Term of the Agreement defined in Section 3.3. 690
691 It is the City’s intent to conduct a detailed review of the Contractor’s performance and Contractor’s cost 692 of operations during Rate Year 27 (July 1, 2031 through June 30, 2032) to determine Contractor’s 693 Compensation and Maximum Rates for Rate Year 28 (July 1, 2032 through June 30, 2033) and to determine 694 if the City is interested in extending the Agreement an additional period of time beyond the initial Term 695 defined in Section 3.3. During this detailed review, the City would consider the capital requirements such City Council/RSA Agenda 511 Tuesday, May 27, 2025
-16 - City of Union City
Tri-CED Franchise Agreement
696 as replacement of Collection vehicles and Containers that may be necessary to continue service through 697 the extension period.
698
699
700 ARTICLE 4.
701 SCOPE OF AGREEMENT
702
703 4.1 SCOPE OF AGREEMENT
704 This Franchise granted to Contractor shall be exclusive with regards to Collection, Transporting, and 705 Processing of Recyclable Materials generated in the City, except as described in Section 4.2 or except 706 where otherwise precluded by Applicable Law.
707
708 The Contractor, or its Subcontractor(s), shall be responsible for the following services:
709
710 A. Collecting all Residential Recyclable Materials generated in the City and placed by Generator for 711 Collection in Carts.
712
713 B. Collecting all Commercial and City Recyclable Materials generated in the City and placed by 714 Generator for Collection in Carts.
715
716 C. Collecting used motor oil and used motor oil filtersfrom Single-Family and Parcelized Multi-Family 717 Customers, to the extent such materials are placed Curbside for Collection in Contractor-provided 718 containers.
719
720 D. Collecting Batteries and cell phones from Single-Family and Parcelized Multi-Family Customers 721 with, to the extent such materials are placed Curbside for Collection next to the Recyclable 722 Materials Cart in either Contractor-provided or Customer-provided re-sealable clear plastic bags. 723
724 E. Transporting Recyclable Materials Collected in the City by Contractor to the Approved Recyclable 725 Materials Processing Facility.
726
727 F. Processing and marketing Recyclable Materials Collected in the City by Contractor. 728
729 G. Providing public education to residents and businesses regarding Recyclable Materials Collection 730 service in the City.
731
732 H. Collecting and Processing all E-Waste from two annual drop-off events and from Generator’s 733 delivery to the Approved Recyclable Materials Processing Facility. 734
735 In the provision of these services, Contractor shall be responsible for:
736
737 A. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and 738 all other items and services necessary to perform its obligations under this Agreement. 739
740 B. Paying all expenses related to provision of services required by this Agreement including, but not 741 limited to, taxes, regulatory fees, Pass-Through Costs, utilities, etc.

City Council/RSA Agenda 512 Tuesday, May 27, 2025
-17 - City of Union City
Tri-CED Franchise Agreement
742
743 C. Providing all services required by this Agreement in a thorough and professional manner so that 744 residents, businesses, and the City are provided timely, reliable, courteous, and high-quality 745 service at all times.
746
747 D. Perform all services in substantial accordance with the Contractor’s Proposal and in full 748 accordance with this Agreement at all times using best industry practice for comparable 749 operations. If the Contractor’s Proposal and Agreement conflict, the Agreement shall prevail. 750
751 E. Complying with Applicable Law.
752
753 F. Performing or providing all other services necessary to fulfill its obligations under this Agreement. 754
755 The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 756 not relieve Contractor of the duty of accomplishing all other aspects necessary to fulfill its obligations 757 under this Agreement whether such requirements are enumerated elsewhere in the Agreement or not, 758 unless excused in accordance with Section 13.6.
759
760 4.2 LIMITATIONS TO SCOPE
761 The materials listed below in this Section may be collected and transported by other Persons. Such 762 Persons shall do so in accordance with the City’s Municipal Code. 763
764 A. Solid Waste, Recyclable Materials and Organic Materials Collected, Processed, Transferred and 765 Disposed of under the City’s Franchise Agreement with the Solid Waste Contractor. 766
767 B. Solid Waste, Organic Materials, Construction and Demolition Debris Materials Hauled in Drop 768 Boxes.
769
770 C. Recyclable Materials Hauled by Owner or Occupant, or its Contractor. Recyclable Materials and 771 Specialty Recyclable Materials that are removed from any Premises by the Owner or Occupant 772 and are Transported to a Disposal Site or Processing Site by (i) the Owner or Occupant of such 773 Premises, (ii) full-time employee of Owner or Occupant that uses the Owner’s or Occupant’s 774 equipment to transport materials; or (iii) a contractor whose removal of the Recyclable Materials 775 is incidental to the service being performed and such contractor removes materials at no 776 additional or separate fee.
777
778 D. Donated Materials. Source Separated Recyclable Materials and Specialty Recyclable Materials 779 Generated in the City that are donated by the Generator to youth, civic, charitable, or other 780 nonprofit organizations.
781
782 E. Containers Recycled. Containers delivered for Recycling under the California Beverage Container 783 Recycling Litter Reduction Act, Section 14500, et. seq. California Public Resources Code as may be 784 amended from time to time.
785
786 F. Commodities Hauled in Bin or Drop Boxes from Multi-Family and Commercial Premises. Source 787 Separated Recyclable Materials and Specialty Recyclable Materials generated by Multi-Family or City Council/RSA Agenda 513 Tuesday, May 27, 2025
-18 - City of Union City
Tri-CED Franchise Agreement
788 Commercial Premises, including City facilities, that are placed by Generator in a Bin or Drop Box, 789 and hauled by a City-permitted contractor.
790
791 G. Commodities Collected in Bins or Drop Boxes. Source Separated Recyclable Materials and 792 Specialty Recyclable Materials generated by Multi-Family or Commercial Premises, which (1) are 793 placed in Bins or Drop Boxes and (2) are Collected and compensated by a Person (or company) 794 through a private arrangement with the Generator.
795
796 H. Recyclable Materials Generated by Public Schools. Recyclable Materials generated by public 797 schools located in the City.
798
799 I. Recyclable or Reusable Materials Collected by Third Parties. Recyclable or Reusable Materials 800 generated by Customers and set out for collection by a third party. The City and Contractor shall 801 meet and confer in good faith regarding the potential collection by a third party of recyclable 802 materials not currently targeted for collection by Contractor. Contractor shall have the right of 803 first refusal regarding materials considered for collection by third parties if it is determined by the 804 City that expanding Contractor’s scope of materials targeted for collection provides a value-added 805 service to residents, and if Contractor exercises said right of first refusal, Contractor shall not be 806 provided additional compensation for the inclusion of such materials in the list of acceptable 807 Recyclable Materials collected by Contractor, and Contractor shall be obligated to continue 808 collecting said Recyclable Materials during the Term. 809
810 Contractor acknowledges and agrees that the City may permit other Persons besides the Contractor to 811 Collect any and all types of materials excluded from the scope of this Franchise, as set forth above, without 812 seeking or obtaining approval of Contractor. If Contractor can produce evidence that other Persons are 813 servicing Containers or are Collecting and Transporting Recyclable Materials in a manner that is not 814 consistent with the City’s Municipal Code, it shall report the location and the name of the Person or 815 company to the City along with Contractor’s evidence of the violation of the exclusiveness of this 816 Franchise.
817
818 This Agreement and scope of this Franchise shall be interpreted to be consistent with Applicable Law, now 819 and during the Term of the Agreement. If future judicial interpretations of current law or new laws, 820 regulations, or judicial interpretations limit the ability of the City to lawfully provide for the scope of 821 services as specifically set forth herein, Contractor agrees that the scope of the Agreement will be limited 822 to those services and materials which may be lawfully provided and that the City shall not be responsible 823 for any lost profits or losses claimed by Contractor to arise out of limitations of the scope of the Agreement 824 set forth herein. In such an event, it shall be the responsibility of Contractor to minimize the financial 825 impact of such future judicial interpretations or new laws. 826
827 J. Materials Generated or Accumulated During an Emergency or Disaster. During a declared State 828 or Federal emergency or disaster, City may enlist additional contractors or other entities in the 829 Collection, transportation, and/or Disposal of any and all types of materials that are generated or 830 accumulated. In particular, the City may choose to pursue reimbursement of disaster services 831 through the Federal Emergency Management Agency (FEMA), which would require that the 832 associated disaster services be secured via a competitive bidding process. Contractor shall not be 833 prohibited by any part of this Agreement from participating in this competitive bidding process, 834 but City shall be free to put services associated with declared disasters out to bid in accordance 835 with FEMA requirements and enlist additional contractors based on the results of that process.

City Council/RSA Agenda 514 Tuesday, May 27, 2025
-19 - City of Union City
Tri-CED Franchise Agreement
836
837 4.3 SUBCONTRACTING
838 Contractor has the right, but not the obligation, to subcontract all or part of its Collection, Transportation, 839 Processing, or marketing of Recyclable Materials or E-Waste to one or more Subcontractors; however, 840 Contractor shall not engage any Subcontractors without the prior written consent of the City. As of the 841 Effective Date of this Agreement, the City has not approved Contractor’s use of any Subcontractors. 842
843 4.4 OWNERSHIP OF MATERIALS
844 Once Recyclable Materials are placed in Containers and at the Collection location, ownership and the right 845 to possession of such materials shall transfer directly from the Generator to Contractor. Once Recyclable 846 Materials are deposited by Contractor at a Processing Site, such materials shall become the property of 847 the owner or operator of the facility.
848
849 4.5 CITY-DIRECTED CHANGES TO SCOPE
850
851 A. Types of Changes. City may, by written notice, direct Contractor to perform additional services 852 or modify existing services. For example, and without limitation, the City may request the 853 following:
854
855 1. Collection of Recyclable Materials from public Recyclable Materials Containers placed in the 856 public right-of-way;
857 2. Collection of certain materials as Recyclable Materials, which were originally Solid Waste, 858 but during the Term can, in the reasonable opinion of the City, be economically Recycled; 859 3. Inclusion of new Diversion programs;
860 4. Expansion of public education activities;
861 5. Elimination of programs or materials to be Collected; 862 6. Modification of the manner in which Contractor performs existing services; 863 7. Performance of pilot programs;
864 8. Implementation of innovative services, which may entail new Collection methods, targeted 865 routing, different kinds of services, different types of Collection vehicles, and/or new 866 requirements for Generators;
867 9. Capital equipment modifications and additions related to an extension of the initial Term of 868 the Agreement as defined in Section 3.3; and,
869 10. Implementation of one or more programs to support the waste reduction goals of City’s 870 Climate Action Plan.
871
872 B. Procedure for Making Changes in Scope. Contractor shall present, within 30 calendar days of the 873 City’s written request, a written proposal to provide additional or expanded services. Contractor 874 shall not be compensated for the proposal preparation costs or costs incurred during the 875 negotiation of its proposal for the change in scope of such services. At a minimum, the proposal 876 shall contain a complete description of the following:
877
878 1. Collection methodology to be employed (equipment, manpower, etc.). 879
880 2. Equipment to be utilized (vehicle number, types, capacity, age, etc.). 881
City Council/RSA Agenda 515 Tuesday, May 27, 2025
-20 - City of Union City
Tri-CED Franchise Agreement
882 3. Labor requirements (number of employees by classification). 883
884 4. Type of materials to be collected or Containers to be utilized. 885
886 5. Provision for program publicity/education/marketing. 887
888 6. Five-year projection of the financial results of the program’s operations in a balance sheet 889 and operating statement format including documentation of the key assumptions underlying 890 the projections and the support for those assumptions, giving full effect to the savings or 891 costs to existing services.
892
893 7. Plans for implementing the service change.
894
895 The City shall review the Contractor’s proposal for the change in scope of services. If the 896 Contractor’s proposal is desirable to the City, the City may negotiate with the Contractor to amend 897 the Agreement to reflect the change in scope. If the City chooses not to negotiate with the 898 Contractor, then the City waives its right to permit Persons other than the Contractor to provide 899 the additional services.
900
901 Contractor acknowledges and agrees that City may permit other Persons besides Contractor to 902 provide additional Recyclable Materials Collection and Diversion services not otherwise 903 contemplated if Contractor and City cannot agree on Terms and conditions of such services in 120 904 calendar days from the date when City first requests a proposal from Contractor to perform such 905 services.
906
907 If the Contractor and City do not reach an agreement on the change in scope, the Contractor shall 908 forfeit its exclusive right to Collect such material from Generators or provide the services under 909 consideration and the City may solicit proposals from one or more other parties for such service 910 and Contractor shall be invited to submit a proposal during the process. 911
912 C. Adjustment to Contractor’s Compensation. If the City directs a change in scope or Approved 913 Recyclable Materials Processing Facility, Contractor shall be entitled to an adjustment in its 914 compensation in accordance with Section 11.7. Contractor shall not be compensated for the 915 proposal preparation costs or costs incurred during the negotiation of its proposal for the change 916 in scope of such services.
917
918 D. Implementation of New Services. The Contractor’s implementation of the new services or 919 change in Processing Site shall occur in a timely, smooth, and seamless manner such that 920 Customers and/or Generators do not experience disruption in Collection services. Contactor shall 921 be responsible for managing implementation of new Collection services or change in the 922 Approved Recyclable Materials Processing Facility and other related services and shall do so in 923 accordance with an approved implementation plan.
924
925 E. Monitoring and Evaluation of Changes in Scope. If the City requests, the Contractor shall meet 926 with the City to describe the progress of each new service. If applicable, Contractor shall 927 document the results of the new programs on a monthly basis, including at a minimum the 928 Tonnage Diverted by material type, the end use or processor of the Diverted materials and the City Council/RSA Agenda 516 Tuesday, May 27, 2025
-21 - City of Union City
Tri-CED Franchise Agreement
929 cost per Ton for Transporting and Processing each type of material and other such information 930 requested by the Contractor and/or City necessary to evaluate the performance of each program. 931
932 At each meeting, the City and Contractor shall have the opportunity to revise the program based 933 on mutually agreed upon terms in accordance with provisions of this Section. The City shall have 934 the right to terminate a program if, in its sole discretion, the Contractor is not cost effectively 935 achieving the program’s goals and objectives and, should such an event occur, the City shall 936 compensate the Contractor for its costs (including any stranded capital and shut down costs). 937 Before such termination, the City shall meet and confer with the Contractor for a period not to 938 exceed 90 calendar days to resolve the City’s concerns. Thereafter, the City may utilize a third 939 party to perform these services if the City reasonably believes the third party can improve on 940 Contractor’s performance and/or cost. Notwithstanding these changes, Contractor shall continue 941 the program during the meet and confer period and, thereafter, until the third party takes over 942 the program.
943
944 4.6 CITY’S RIGHT TO PERFORM SERVICES AND POSSESS EQUIPMENT 945
946 4.6.1 General
947 The City, in its sole discretion, may determine a period of emergency if both of the following conditions 948 occur: (i) Contractor, for any reason whatsoever, fails, refuses, or is unable to perform its Collection, 949 Transportation, Processing, and marketing obligations, at the time and in the manner provided in this 950 Agreement, for a period of more than 48 hours, and (ii) the City finds that such failure, refusal, or inability 951 endangers or menaces the public health, safety, or welfare. If the City determines a period of emergency, 952 then the City shall have the right during the period of such emergency to (i) perform, or cause to be 953 performed, such services with its own or other personnel without liability to Contractor; and/or (ii) take 954 possession of and use any or all of Contractor’s land, equipment, and other property used or useful in 955 providing the Collection, Transportation, Processing, and marketing services under this Agreement. The 956 right to take possession shall not include the right to take possession of the Approved Recyclable Materials 957 Processing Facility. If the City chooses to exercise such rights, the City shall provide written notice to the 958 Contractor twenty-four (24) hours prior to its plans to exercise its rights. The City agrees that it assumes 959 complete responsibility for the proper and normal use of such equipment and facilities while in its 960 possession and that it shall attempt to avoid interrupting the Contractor’s services to other parties. 961
962 The City shall provide oral notice (by telephone or in Person) to Contractor of the Contractor’s failure, 963 refusal, or inability to perform its Collection obligations and of the City’s intent to perform Collection 964 services and/or possess Contractor’s equipment. The City shall send written confirmation of such oral 965 notification to Contractor, by certified mail, within twenty-four (24) hours of the oral notification, unless 966 the 24-hour deadline ends on a Sunday, City holiday, or U.S. Postal Service holiday, then confirmation of 967 such notice shall be sent on the day following such day. 968
969 Contractor agrees that in such event:
970
971 A. It will take direction from the City to effect the transfer of possession of property to the City for 972 City’s use.
973
City Council/RSA Agenda 517 Tuesday, May 27, 2025
-22 - City of Union City
Tri-CED Franchise Agreement
974 B. It will, if City so requests, keep in good repair and condition all of such property, provide all motor 975 vehicles with fuel, oil and other service, and provide such other service as may be necessary to 976 maintain said property in satisfactory operational condition. 977
978 C. Subject to provisions of any labor agreements then in effect, Contractor shall provide the services 979 of all or any personnel necessary or useful for the Collection, Transportation, Processing, and 980 marketing operations including, if City so desires, employees then employed by Contractor. 981 Contractor further agrees, if City so requests, to furnish City the services of any or all management 982 or office personnel employed by Contractor whose services are necessary or useful for Collection, 983 Transportation, Processing, and marketing operations. 984
985 If the interruption or discontinuance of service is caused by any of the reasons listed in Section 13.7, the 986 City shall pay to Contractor one hundred and thirty-four dollars ($134) per day (or more should the 987 Contractor demonstrate that a higher per day cost for the vehicles is being incurred by the Contractor) for 988 use of each Collection vehicle and the reasonable rental value of other equipment and facilities, 989 possession of which is taken by the City, for the period of the City’s possession, if any, which extends 990 beyond the period of time for which Contractor has rendered bills to Customers in advance of service. 991
992 Except as otherwise expressly provided in the previous paragraph, the City’s exercise of its rights under 993 this Article: (i) does not constitute a taking of private property for which compensation must be paid; (ii) 994 will not create any liability on the part of City to Contractor; and (iii) does not exempt Contractor from the 995 indemnity provisions of Article 12, which are meant to extend to circumstances arising under this Section, 996 provided that Contractor is not required to indemnify City against claims and damages arising from the 997 sole negligence of City officers, employees, and agents in the operation of Collection vehicles during the 998 time the City has taken possession of such vehicles. 999
1000 4.6.2 Duration of City’s Possession
1001 City has no obligation to maintain possession of Contractor’s property and/or continue its use in 1002 Collection, Transportation, Processing, and marketing operations for any period of time and may, at any 1003 time, in its sole discretion, relinquish possession to the Contractor. 1004
1005 The City’s right to retain temporary possession of Contractor’s property, and to provide Collection 1006 services, shall continue until Contractor can demonstrate to the City’s satisfaction that it is ready, willing 1007 and able to resume such services or for 180 calendar days, whichever occurs first. 1008
1009 4.7 TRANSITION TO NEXT CONTRACTOR AT END OF AGREEMENT 1010 If applicable, before expiration or earlier termination of this Agreement, Contractor will take direction 1011 from the City and subsequent Contractor to assist in a timely and orderly transition of services from 1012 Contractor to subsequent contractor. In response to the City’s direction, Contractor shall provide route 1013 lists (which identify each Customer on the route, its service level and scheduled Collection day, and any 1014 special Collection notes) and detailed Customer account and Billing information. Contractor may, but 1015 shall not be obliged to, sell Collection vehicles, equipment, or facilities to the next contractor. 1016
1017 4.8 CITY FREE TO NEGOTIATE WITH THIRD PARTIES
1018 The City may investigate all options for Collection, Transportation, Processing, and marketing services that 1019 will be scheduled to commence after the expiration of the Term or earlier termination of this Agreement.

City Council/RSA Agenda 518 Tuesday, May 27, 2025
-23 - City of Union City
Tri-CED Franchise Agreement
1020 Without limiting the generality of the foregoing, the City may solicit proposals from Contractor and from 1021 third parties for the provision of Collection, Transportation, Processing, or marketing of Recyclable 1022 Materials, and any combination thereof. The City may negotiate and execute agreements for such 1023 services that will take effect upon the expiration or earlier termination of this Agreement. 1024
1025
1026 ARTICLE 5.
1027 COLLECTION SERVICES
1028
1029 5.1 RECYCLABLE MATERIALS COLLECTION
1030
1031 5.1.1 General
1032 Contractor shall Collect Recyclable Materials Generated at Residential and Commercial Premises that are 1033 commingled in the Customer’s Recyclable Materials Collection Cart, provided that the Customer has 1034 Source Separated the Recyclable Materials from Solid Waste and Organic Materials and the Recyclable 1035 Materials is not bagged in plastic bags.
1036
1037 In accordance with Section 4.5, the City may request Contractor to modify its scope of service to include 1038 Collection of additional types of Recyclable Materials beyond those materials defined in Article 1. If the 1039 City requests Collection of additional Recyclable Materials, the Contractor shall not receive additional 1040 compensation for Collection service if the Recyclable Materials are placed by Generator in the Recyclable 1041 Materials Cart unless Contractor can demonstrate that Collection of the additional material(s) requires 1042 modifications to Collection routes to accommodate the additional volume of the material(s). An 1043 adjustment to Contractor’s Compensation may be made for changes in Processing costs in accordance 1044 with Section 4.5.
1045
1046 5.1.2 Single-Family Premises
1047 Contractor shall Collect commingled Recyclable Materials from Single-Family Premises once per week. 1048 Contractor shall provide each Customer with one (1) Cart for Recyclable Materials. 1049
1050 Contractor shall provide new Carts to all Single-Family Premises as described in Section 5.1.6. 1051
1052 5.1.3 Parcelized Multi-Family Premises
1053 Contractor shall provide commingled Recyclable Materials Collection service to Parcelized Multi-Family 1054 Premises that subscribe to Recyclable Materials Cart Collection service, in the same manner described in 1055 Section 5.1.2 for Single-Family Premises.
1056
1057 Contractor shall provide new Carts to all Parcelized Multi-Family Premises as described in Section 5.1.6. 1058
1059 5.1.4 Non-Parcelized Multi-Family Premises
1060 Contractor shall Collect commingled Recyclable Materials from Non-Parcelized Multi-Family Premises that 1061 subscribe to Recyclable Materials Cart Collection service, up to five days per week, but not less than once 1062 per week. Contractor shall allow Non-Parcelized Multi-Family Premises to use one or more 64-gallon or 1063 96-gallon Carts for Recyclable Materials Collection that are shared by the Occupants of the Premises or 1064 “submarine-style” Drop Boxes for those Non-Parcelized Multi-Family Premises that had such Drop Boxes 1065 on the Commencement Date. Contractor shall work with the Customer to place Recyclable Materials City Council/RSA Agenda 519 Tuesday, May 27, 2025
-24 - City of Union City
Tri-CED Franchise Agreement
1066 Carts adjacent to the Customer’s Solid Waste Containers. The frequency of service may depend on 1067 whether space constraints limit the number of Carts that can be provided at the Non-Parcelized Multi1068 Family Premises. Should the Customer require service more than three days per week, then Contractor 1069 shall meet and confer with the City to discuss the Collection of Recyclable Materials from such Customer. 1070
1071 Contractor shall provide new Carts to all Parcelized Multi-Family Premises as described in Section 5.1.6. 1072
1073 Contractor shall Collect Recyclable Materials at the designated location agreed upon by Contractor and 1074 Customer.
1075
1076 5.1.5 Commercial Premises
1077 Contractor shall Collect Recyclable Materials from Commercial Premises subscribing to 64-gallon or 96- 1078 gallon Recyclable Materials Cart service as frequently as scheduled by Customer, but not less than once 1079 per week. If Customer requests Recyclable Materials Collection services more frequently than once per 1080 week or use of multiple Carts, Contractor shall provide requested service at City-approved Rates. 1081
1082 Contractor shall allow Commercial Customers to select a Collection service method that best suits the 1083 needs of its Premises. Specifically, the Contractor shall offer the following choices to Commercial 1084 Customers:
1085
1086 A. Cart service. Contractor shall allow Commercial Customers to use Cart(s) for Recyclable Materials 1087 Collection. Contractor shall provide each Customer with a choice of one or more Carts with 1088 capacities of 64 or 96 gallons each.
1089
1090 B. Deployment of new Carts. Contractor shall provide new Carts to all Commercial Premises as 1091 described in Section 5.1.6.
1092
1093 C. Centralized Cart service. Contractor shall allow for Commercial Customers to use Cart(s) for 1094 Recyclable Materials Collection that are shared by the Occupants of two or more Commercial 1095 Premises. In such case, Contractor shall provide one or more Carts to such Premises as requested 1096 by Customer(s) provided that a minimum of 96 gallons of Container capacity for Recyclable 1097 Materials is provided for every four (4) Commercial Premises. 1098
1099 5.1.6 Deployment of New Carts
1100
1101 Contractor shall provide each Customer a new blue sixty-four (64) gallon Cart for the Collection of 1102 Recyclable Materials and shall provide Customer with a new blue twenty (20) gallon, thirty-five (35) gallon 1103 or ninety-six (96) gallon (rather than a sixty-four (64) gallon) Cart upon Customer request. 1104
1105 New Recycle Carts shall be provided to all Single-Family, Parcelized Multi-Family, Non-Parcelized Multi1106 Family and Commercial Premises during Rate Year 21. Contractor shall deploy the replacement of Recycle 1107 Carts during the spring of 2025, and Contractor shall schedule said deployment of new Carts for February 1108 and March 2025. The new Carts shall be delivered to all Single-Family, Parcelized Multi-Family, Non1109 Parcelized Multi-Family and Commercial Premises in no longer than a four (4) consecutive week duration. 1110 The new Cart deployment shall coincide with the deployment of new Carts provided by the Solid Waste 1111 Contractor to each Premise. Contractor shall ensure that its new Cart deployment to each Customer is 1112 exactly aligned to the new Cart deployment by Solid Waste Contractor.

City Council/RSA Agenda 520 Tuesday, May 27, 2025
-25 - City of Union City
Tri-CED Franchise Agreement
1113
1114 Contractor’s Carts currently in service at Premises shall be removed from all Single-Family, Parcelized 1115 Multi-Family, Non-Parcelized Multi-Family and Commercial Premises when the new Carts are delivered. 1116
1117 Contractor shall provide Recycling Materials Collection service from Carts placed Curbside by Occupant’s 1118 unless the Occupant is physically unable to place the Cart at the Curb as demonstrated by Occupant 1119 producing a valid handicap placard or letter from their doctor stating the Occupant is physically unable to 1120 place the Cart at the Curb. Contractor shall Collect Carts from an alternative service location (such as the 1121 porch, sideyard, or backyard) that is agreed to by Contractor and Occupant who is physically unable to 1122 place the Cart at the Curb.
1123
1124 5.2 USED MOTOR OIL, USED OIL FILTER, BATTERY AND CELL PHONE CURBSIDE COLLECTION 1125
1126 A. Used Motor Oil and Oil Filters. On a weekly basis, Contractor shall Collect from Single-Family and 1127 Parcelized Multi-Family Customers used motor oil and used motor oil filters placed Curbside for 1128 Collection in Contractor-provided containers. Contractor shall not be required to Collect more 1129 than one gallon of used motor oil per individual dwelling unit per week. 1130
1131 Contractor shall provide one-gallon translucent plastic containers with screw on tops for used 1132 motor oil Collection and 6-mil plastic Ziploc-type bags for used oil filter Collection to Single-Family 1133 and Parcelized Multi-Family Customers upon the Customer’s request within five Business Days of 1134 such request, at no additional cost to the Customer. 1135
1136 B. Batteries and Cell Phones. On a weekly basis, Contractor shall Collect from Single-Family and 1137 Parcelized Multi-Family Customers Batteries and cellular telephones (“cell phones”) deposited in 1138 Contractor-provided or Customer-provided re-sealable clear plastic bags and placed Curbside 1139 next to the Recyclable Materials Cart. Contractor shall provide instructions to Customers 1140 describing how to prepare lithium coin-type and other Batteries to prevent fires, including, but 1141 not limited to, taping both sides and any other measures. 1142
1143 5.3 COLLECTION FROM CITY FACILITIES
1144
1145 Contractor shall Collect Recyclable Materials from City locations where the City chooses Recyclable 1146 Materials Cart Collection service, at the service levels identified in Exhibit B. Collection from City Facilities 1147 shall occur at least once per week or more frequently as requested by the City. Contractor shall provide 1148 and maintain Collection Carts for the City’s use.
1149
1150 Contractor may integrate Recyclable Materials from City facilities with other Collection services, provided 1151 that Contractor attributes Tonnage Collected from City facilities separately from other Customers. 1152
1153 Contractor shall provide the services required by this Section at no charge to the City, but the cost of 1154 providing the services shall be an allowable expense under Article 11. 1155
City Council/RSA Agenda 521 Tuesday, May 27, 2025
-26 - City of Union City
Tri-CED Franchise Agreement
1156 5.4 DROP-OFF PROGRAMS FOR E-WASTE
1157 A. Contractor shall Collect and Process E-Waste from Residential Customers by: 1) operating two (2) 1158 one (1) day E-Waste drop-off events; and, 2) accepting E-Waste at Contractor’s Facility as further 1159 set forth below.
1160
1161 1. Drop-Off Events.
1162
1163 Contractor shall be responsible for promoting, managing, staffing, and operating two (2) 1164 one (1) day drop-off events to accept E-Waste from Residential Customers. The date of 1165 the E-Waste events and all advertisements or public announcements related to such 1166 event shall be approved by the City. The Contractor shall identify and provide a City1167 approved location for such event. At such events, the Contractor shall accept E-Waste 1168 delivered by Residential Customers during a six (6) hour period. Contractor shall provide 1169 personnel that will assist with directing traffic; verifying Persons delivering E-Waste are 1170 City residents; documenting the number of Persons delivering materials; and directing 1171 Persons where to unload materials. In addition, Contractor shall be responsible for 1172 managing the E-Waste event; supervising and directing event personnel; inspecting 1173 materials delivered to the event; separating and packaging E-Waste; documenting each 1174 material type and quantity of such; Transporting E-Waste to reuse, Recycling, and/or 1175 Processing locations; and cleaning-up the location of drop-off event at the end of the 1176 event.
1177
1178 Contractor shall promote each E-Waste event by preparing a newsletter article and direct 1179 mail announcement to be mailed out to Customers and by advertising in a minimum of 1180 one local newspaper.
1181
1182 2. Acceptance of E-Waste at Contractor’s Facility. Contractor shall accept E-Waste 1183 delivered by Residential Customers to the Contractor’s Facility during operating hours. 1184
1185 B. For all E-Waste accepted, Contractor shall arrange and pay for (a) the marketing and sale of E1186 Waste to the extent the material is recyclable or reusable; and/or (b) the management of toxic or 1187 Hazardous Substances in accordance with applicable law; and/or (c) the proper Disposal of non1188 recyclable or non-reusable materials. 1189
1190 C. Contractor’s acceptance and Processing of E-Waste pursuant to this Section 5.4 shall be at no cost 1191 to the City and not included in Contractor’s Compensation. 1192
1193 D. Regulatory Compliance. The Contractor and all Subcontractors shall be in good standing with the 1194 regulatory community. The Contractor and all proposed Subcontractors, as well as companies 1195 responsible for dismantling, sale, reuse, and Recycling of materials, shall be in regulatory 1196 compliance as follows:
1197
1198 1. The Contractor shall obtain all appropriate federal, State, and local licenses; relevant permits; 1199 and registrations.
1200 2. The Contractor shall provide the City with all notices of violations, administrative orders, or 1201 other enforcement actions taken by regulatory agencies during the life of the contract. 1202 3. The Contractor shall verify that closure plans and financial assurance plans are in place.

City Council/RSA Agenda 522 Tuesday, May 27, 2025
-27 - City of Union City
Tri-CED Franchise Agreement
1203 4. The Contractor shall ensure that required environmental planning documents are available, 1204 including the hazardous materials management plan, hazard communications plan, right-to1205 know training program, and worker safety program. 1206
1207 ARTICLE 6.
1208 PROCESSING AND MARKETING
1209
1210 6.1 PROCESSING
1211
1212 A. General. Contractor agrees to Transport and deliver all commingled Recyclable Materials it 1213 Collects in the City to the Approved Recyclable Materials Processing Facility. Residue derived from 1214 processing the Recyclable Materials shall be Disposed of by Contractor at the Designated Transfer 1215 Station.
1216
1217 Below is information about the Approved Recyclable Materials Processing Facility selected by the 1218 Contractor:
1219
1220 Facility Name: Tri-CED Community Recycling Center
1221 Owner: Tri-City Community Economic Development Corporation 1222 Operator: Tri-CED Community Economic Development Corporation 1223 Address: 33377 Western Avenue, Union City, CA
1224 Contact Person and telephone number: Mr. Jason Toro, 510-471-3850 1225
1226 B. Guarantee Capacity. Contractor shall secure sufficient capacity to Process Recyclable Materials 1227 Collected under this Agreement. Contractor shall provide the City, upon request, with 1228 documentation demonstrating availability of such capacity. 1229
1230 C. Regulatory Compliance. Contractor shall keep all existing permits and approvals necessary for 1231 use of the Approved Recyclable Materials Processing Facility in full regulatory compliance. 1232 Contractor shall, upon request, provide copies of notices of violation or permits to the City Upon 1233 request, Contractor shall provide copies of all regulatory compliance inspection reports to the City 1234 within two (2) business days after receiving said reports. 1235
1236 D. Change in Processing Facility Location. If Contractor elects to use a Recyclable Materials 1237 Processing Facility that is different than the Approved Recyclable Materials Processing Facility, it 1238 shall request written approval from the City 60 days prior to use of the site and obtain the City’s 1239 written approval no later than 10 days prior to use of the site. Contractor shall not be 1240 compensated for paying any increased Transportation and Processing costs associated with the 1241 use of a Processing facility different from the Approved Recyclable Materials Processing Facility. 1242
1243 If Contractor is unable to use the Approved Recyclable Materials Processing Facility due to an 1244 emergency or sudden unforeseen closure of the Approved Recyclable Materials Processing 1245 Facility, Contractor may use an alternative Processing facility provided that the Contractor 1246 provides verbal and written notice to the City within 24 hours of use of an alternative Processing 1247 site. The written notice shall include a description of the reasons the Approved Recyclable 1248 Materials Processing Facility is not feasible and the period of time Contractor proposes to use the City Council/RSA Agenda 523 Tuesday, May 27, 2025
-28 - City of Union City
Tri-CED Franchise Agreement
1249 alternative Processing facility. Contractor shall receive the City’s written approval to use the 1250 alternative Processing facility within 24 hours of the City’s receipt of the Contractor’s written 1251 notice. Contractor shall not be compensated for paying any increased Transportation and 1252 Processing costs associated with the use of Processing facilities different from the Approved 1253 Recyclable Materials Processing Facility.
1254
1255 E. Residue Level. Contractor shall use commercially reasonable efforts to achieve a Residue Level 1256 of less than twenty-five percent (25.0%) by weight for Source Separated Recyclable Materials 1257 Collected in the City and processed by Contractor. Contractor shall determine the Residue Level 1258 resulting from the Processing of Recyclable Materials at the Approved Recyclable Materials 1259 Processing Facility monthly and report this information to the City. Exhibit I describes the protocol 1260 for Residue management including a Residue calculation process, reporting requirements related 1261 to the Residue management, and Acceptable Residue Level performance consequences if the 1262 Acceptable Residue Level is not achieved as prescribed in Exhibit I commencing for Rate Year 22 1263 beginning on July 1, 2026.
1264
1265 F. Contamination Level. Contractor shall use commercially reasonable efforts to achieve a 1266 Contamination Level of less than ten percent (10.0%) by weight for Source Separated Recyclable 1267 Materials Collected in the City. Contractor shall determine the Contamination Level present in 1268 Recyclable Materials at the Approved Recyclable Materials Processing Facility. Exhibit I describes 1269 the protocol for Contamination management including a Contamination characterization process, 1270 reporting requirements related to the Contamination testing, and corrective actions and 1271 consequences if the Contamination Level is equal to ten percent (10.0%) or more. 1272
1273 G. Disposal of Recyclable Materials and E-Waste Prohibited. Recyclable Materials and E-Waste may 1274 not be Disposed of in lieu of Recycling the material, without the express written approval of the 1275 City. If for reasons beyond its reasonable control, Contractor believes that it cannot Divert the 1276 Recyclable Materials or E-Waste from Disposal, then it shall prepare a written request for approval 1277 to Dispose of such material. Such request shall contain the basis for its belief (including but not 1278 limited to supporting documentation), describe the Contractor’s efforts to arrange for the 1279 Diversion from Disposal of such material, the period required for such Disposal, the incremental 1280 net cost increases or net cost savings (giving account to the value from the sale of the Recyclable 1281 Materials or E-Waste) resulting from such Disposal, and any additional information supporting the 1282 Contractor’s request. The City shall consider the Contractor’s request and inform Contractor in 1283 writing of its decision within two (2) calendar days. 1284
1285 6.2 MARKETING
1286
1287 A. General. The Contractor shall be responsible for marketing Recyclable Materials Collected in the 1288 City. Contractor shall be compensated for such Recyclable Materials at not less than fair market 1289 value. Contractor shall retain all revenues generated from the sale of Recyclable Materials. 1290
1291 B. Marketing Plan. Contractor shall prepare and maintain a City-approved marketing plan for all 1292 Recyclable Materials Collected in the City. The plan shall be in place on or before the 1293 Commencement Date of this Agreement. The marketing plan shall fully describe the Contractor’s 1294 marketing methods and approach, targeted primary and contingent markets, pricing policy and City Council/RSA Agenda 524 Tuesday, May 27, 2025
-29 - City of Union City
Tri-CED Franchise Agreement
1295 assumed salvage value for each Collected type of Recyclable Material products, and contingency 1296 plans if market conditions are severe.
1297
1298 C. Assurance of Recycling. Contractor shall provide proof to the City that all Recyclable Materials 1299 Collected are marketed for Recycling or reuse in such a manner that materials shall be considered 1300 as Diverted in accordance with the State regulations established by the Act. All Residue from the 1301 Processing activities that is not marketed for use shall be accounted for as Disposal Tonnage at a 1302 permitted Disposal Site. No Recyclable Materials shall be transported to a domestic or foreign 1303 location if Solid Waste Disposal of such material is its intended use. 1304
1305 D. Brokers and Buyers. Contractor shall provide City with a list of broker/buyers it uses each quarter 1306 as required in Section 9.4.A. City may audit one broker or buyer per month to confirm that 1307 materials are being Recycled. If Contractor becomes aware that a broker or buyer has illegally 1308 handled or Disposed of material generated in the City or elsewhere, Contractor shall immediately 1309 inform the City and terminate its contract or working relationship with such party immediately. 1310
1311
1312
1313 ARTICLE 7.
1314 OTHER SERVICES
1315
1316 7.1 PUBLIC EDUCATION
1317
1318 A. General. Contractor understands and recognizes the importance of effective public education 1319 and promotion as the key to helping Residents and businesses understand more about source 1320 reduction, reuse, Recycling, and Composting. Throughout the Term of the Agreement, 1321 Contractor’s public education and technical assistance program shall include, at a minimum, the 1322 specific requirements described in this Section and Exhibit E. 1323
1324 Contractor’s public education program shall also include performing education, outreach, 1325 monitoring, noticing, and reporting of all Contractor’s Customers for Commercial and Multi1326 Family properties as required by AB 32, AB 939, AB 341, AB 1826, and AB 1594, the Alameda 1327 County Waste Management Authority Mandatory Recycling Ordinance 2012-01 (Phases 1 and 2), 1328 and Alameda County Waste Management Authority Adequate Commercial Recycling standards 1329 (provided in Exhibit I).
1330
1331 B. Staffing and Training. To best achieve the highest possible level of public education and 1332 awareness, Contractor shall retain on its staff one (1) full-time Recycling Outreach Coordinator 1333 who shall dedicate forty (40) hours per week, fifty (50) weeks per year exclusively to the 1334 coordination and implementation of public education and outreach activities provided under this 1335 Agreement.
1336
1337 Duties of Contractor’s Recycling Outreach Coordinator shall include, but are not limited to, 1338 business site visits, waste audits, technical assistance, presentations to civic groups, school 1339 assemblies, visits with homeowners associations, and visits to Parcelized and Non-Parcelized 1340 Multi-Family complexes and other tasks required to promote and explain Recycling, Organics, and City Council/RSA Agenda 525 Tuesday, May 27, 2025
-30 - City of Union City
Tri-CED Franchise Agreement
1341 other programs offered by the Contractor and the City’s Solid Wate Contractor such as Organics 1342 collection service. The Recycling Outreach Coordinator shall remain receptive to any additions, 1343 modifications or enhancements to the activities and obligations described in this Section and in 1344 Exhibit E that City staff believes would further progress in promoting Recycling education and 1345 diversion of materials from landfill disposal.
1346
1347 The Contractor shall train employees in various classifications to perform the responsibilities for 1348 delivering public education. The training program shall include, but not be limited to, the activities 1349 described Exhibit E.
1350
1351 C. Annual Public Education Plan. As part of Contractor’s third quarterly report, the Contractor shall 1352 prepare, submit and implement an annual public education plan for the upcoming calendar year 1353 that is consistent with the specific requirements described in this Article and Exhibit E. The plan 1354 shall outline the Contractor's public education efforts for the coming year. The City shall review, 1355 discuss, modify if necessary and approve the plan in a timely manner. 1356
1357 The plan shall include a list of Residential and Commercial outreach goals (site visits, audits, 1358 trainings, presentations, etc.) designed to increase Diversion and Customer participation in the 1359 Contractor’s programs and services.
1360
1361 In addition, the plan shall list each public education piece (e.g., newsletters, brochures, news 1362 releases, banners, flyers, advertisements, etc.) to be prepared, the purpose of the piece, the key 1363 subject(s) to be covered and the anticipated date of issuance. 1364
1365 The plan shall also list all community events the Contractor plans to attend and the public 1366 education it intends to provide at such event (e.g., exhibit at Earth Day event, presentation at 1367 Chamber of Commerce meeting, etc.).
1368
1369 D. Educational Media Requirements. Contractor shall be responsible for designing, printing, and 1370 distributing educational media, upon request of the City, and such material may include 1371 brochures, newsletters, targeted direct mailings, door hangers, signage, notification tags, posters, 1372 stickers, advertisements, and stickers.
1373
1374 Prior to preparing public education materials, Contractor shall discuss with the City its general 1375 approach to preparing the materials and shall determine if the City has any City-specific guidelines 1376 to be followed and if the City wants the Contractor to work with templates prepared by 1377 StopWaste (also known as the Alameda County Waste Management Authority and the Alameda 1378 County Source Reduction and Recycling Board) and others. Materials shall be printed on paper 1379 containing the highest levels of recycled-content material reasonably practical with a minimum 1380 requirement of 30% post-consumer content based on Federal standards. Contractor shall provide 1381 Customers the option of requesting paperless communications with the Contractor including 1382 electronic delivery of public education and outreach materials. 1383
1384 E. Multi-Lingual Education Requirements. To address the multi-lingual diversity of the City, public 1385 education materials shall emphasize the use of visual/graphic images and English descriptions 1386 supplemented with text in Spanish and/or other languages as determined by the City. Contractor 1387 shall arrange for review of the multi-lingual materials by a third party to verify the accuracy and 1388 appropriateness of the translations.

City Council/RSA Agenda 526 Tuesday, May 27, 2025
-31 - City of Union City
Tri-CED Franchise Agreement
1389
1390 F. School Outreach. Contractor shall prepare and make available Recycling outreach materials for 1391 students about source reduction, reuse and Recyclable Materials. 1392
1393 G. City Review and Approval. Prior to printing and distribution of any public education materials, 1394 Contractor shall provide the City with a copy of the public education materials for the City’s review 1395 and approval.
1396
1397 H. Coordination with Other Efforts. Contractor shall cooperate and coordinate with the City and 1398 the StopWaste (also known as the Alameda County Waste Management Authority and Alameda 1399 Source Reduction and Recycling Board) staff on public education activities to minimize duplicative, 1400 inconsistent, or inappropriately timed education campaigns. Contractor is aware that StopWaste 1401 conducts regional public education and outreach for schools, self-hauled waste, home 1402 composting, food scraps programs, etc.
1403
1404 I. Failure to Perform Public Education Obligations. If Contractor fails to perform some or all of the 1405 requirements of the public education program described in this Section, the Contractor shall pay 1406 the City Liquidated Damages as described in Section 13.6. 1407
1408 7.2 BILLING
1409
1410 A. Single Family Customers, Parcelized Multi-Family Customers, Non-Parcelized Multi-Family 1411 Customers, and Commercial Customers. Contractor shall establish the Maximum Rates and fees 1412 charged for Recyclable Materials Collection and Processing services performed pursuant to this 1413 Agreement, and said Rates shall be approved by the City in conjunction with the City’s 1414 consideration and approval of Contractor’s Compensation Application.. Commencing Rate Year 1415 21 (FY 2025-2026) the City’s Solid Waste Contractor shall commence all billing activity that is 1416 currently performed by the City through the property tax bill. In addition, Solid Waste Contractor 1417 shall continue to bill all Customers that were not billed by the City through the property tax bill. 1418 Contractor shall coordinate with the Solid Waste Contractor to provide, on or before the fifteenth 1419 calendar day of each month, a list of the Non-Parcelized Multi-Family and Commercial Customers 1420 currently receiving Recyclable Materials Collection and Processing services from Contractor. 1421 Contractor shall include in the Customer list each Customer’s service level (i.e., number and size 1422 of Containers and frequency of Collection), the Rate(s) for service charged by Contractor, and the 1423 total amount of monthly charges, and any special services provided which is associated with a 1424 Rate established by Contractor and approved by the City). The Solid Waste Contractor shall bill 1425 these Customers and remit gross receipts from these billings to the City monthly. 1426
1427 Solid Waste Contractor shall include in its billing to Customers, Contractor's Maximum Rates 1428 established by Contractor. The City shall direct Solid Waste Contractor to remit Contractor’s rate 1429 revenue directly to the City, and City shall remit Contractor’s Compensation directly to Contractor 1430 monthly, net of City Fees which shall be retained by the City. 1431
1432 7.3 CUSTOMER SERVICE PROGRAM
1433
City Council/RSA Agenda 527 Tuesday, May 27, 2025
-32 - City of Union City
Tri-CED Franchise Agreement
1434 7.3.1 Program Requirements
1435
1436 A. Office Location. Contractor shall maintain a business office in the City. The office shall be staffed 1437 with at least one customer service representatives capable of answering service questions, 1438 changing Residential and Commercial Customer service levels, and resolving other Customer 1439 service issues. If another office located outside of the City assists with Customer service issues 1440 related to this Agreement, Contractor must ensure that telephone calls to it from locations within 1441 the City are billed to Customer as “local calls” by all telephone companies. 1442
1443 B. Office Hours. Contractor’s Customer service office shall be open to the public from 8:00 a.m. to 1444 5:00 p.m. Mondays through Fridays. The office may be closed on Saturdays, Sundays and 1445 Holidays.
1446
1447 C. Availability of Representatives. A representative of the Contractor shall be available from 8:00 1448 a.m. to 5:00 p.m. Mondays through Fridays (excluding Holidays) to communicate with the public 1449 in person and by telephone. A message machine shall be available for Customers to leave 1450 messages during non-business hours. Contractor shall return calls received during non-business 1451 hours no later than noon of the following Business Day. If Contractor fails to perform some or all 1452 of the requirements described in this Section, the Contractor shall pay the City Liquidated 1453 Damages as described in Section 13.6.
1454
1455 D. Telephone. Contractor shall maintain a telephone system in operation at its office and shall have 1456 staff available to answer calls from 8:00 a.m. to 5:00 p.m. Contractor shall install telephone 1457 equipment sufficient to handle the volume of calls typically experienced on the busiest days and 1458 such telephone equipment shall be capable of recording the responsiveness to call. If Persons are 1459 unable with reasonable effort to reach Contractor’s office by phone, or are subject to waiting time 1460 “on hold” of more than three minutes prior to reaching a Customer service representative, City 1461 may require that Contractor install additional telephone lines or hire additional Customer service 1462 representatives. An answering machine shall record Customer calls and voice messages between 1463 5:00 p.m. and 8:00 a.m. If Contractor fails to meet the requirements described in this Section, the 1464 Contractor shall pay the City Liquidated Damages in accordance with Section 13.6. 1465
1466 E. Web Site. Contractor shall develop and maintain a web site describing services provided in the 1467 City that is accessible by the public. The site shall include answers to frequently asked questions, 1468 Maximum Rates, Recyclable Materials specifications, Collection service schedule and map, and 1469 other related topics. Contractor shall arrange for the City’s web site to include a link to 1470 Contractor’s web site and Contractor’s e-mail. The Contractor’s web site shall provide the public 1471 the ability to e-mail Contractor.
1472
1473 F. Customer Satisfaction Survey. The City may conduct a Customer satisfaction survey every year. 1474
1475 G. Training. Customer service representatives shall receive training during each quarter of the 1476 calendar year on City-specific service requirements. During the training, a City-specific Collection 1477 service and Maximum Rate information sheet, training agenda, and associated documentation 1478 shall be provided to employees.
1479
City Council/RSA Agenda 528 Tuesday, May 27, 2025
-33 - City of Union City
Tri-CED Franchise Agreement
1480 7.3.2 Service Complaints
1481 Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable 1482 resolution of, all Complaints. Contractor shall record in a separate log all Complaints, noting the name 1483 and address of complainant, date and time of Complaint, nature of Complaint, and nature and date of 1484 resolution. The Contractor shall retain this Complaint log for the Term. In addition, Contractor shall 1485 compile a summary statistical table of the Complaint log, satisfactory to the City, and submit the table to 1486 City each month.
1487
1488 Contractor shall respond to all Complaints received within 24 hours, weekends and Holidays excluded. In 1489 particular, if a Complaint involves a failure to Collect Recyclable Materials from a Premises in the City, 1490 Contractor shall Collect the material in question within 24 hour of receipt of the Complaint, provided that 1491 Generator has properly placed materials for Collection in accordance with the City’s Municipal Code. 1492 Contractor shall have e-mail capabilities (accessible through the Contractor’s website) to enable Persons 1493 to communicate Complaints to Contractor via e-mail. 1494
1495
1496 ARTICLE 8.
1497 STANDARDS AND REQUIREMENTS FOR
1498 SERVICES, EQUIPMENT, AND PERSONNEL
1499
1500 8.1 OPERATING HOURS AND SCHEDULES
1501
1502 A. Hours of Collection
1503
1504 1. Residential Premises. Collection from Residential Premises shall only occur between the 1505 hours of 6:00 a.m. and 6:00 p.m., Mondays through Fridays excluding Holidays. 1506
1507 2. Commercial Premises. Collection from Commercial Premises that are one hundred (100) 1508 feet or less from Residential Premises shall only occur between the hours of 6:00 a.m. and 1509 6:00 p.m., Mondays through Saturdays (excluding Holidays). Collection from Commercial 1510 Premises more than one hundred (100) feet from Residential Premises shall only occur 1511 between the hours of 3:30 a.m. and 6:00 p.m., Mondays through Saturdays (excluding 1512 Holidays). The City Manager may require modifications to hours for Collection from 1513 Commercial Premises to resolve noise Complaints, and, in such case, the City Manager may 1514 change the allowable operating hours.
1515
1516 3. Exceptions. In the event of an unforeseen circumstance, the Contractor may Collect from 1517 Residential Premises or Commercial Premises that are 100 feet or less from Residential 1518 Premises between the hours of 5:00 a.m. and 10:00 p.m., Mondays through Fridays, upon 1519 prior written approval from the City Manager.
1520
1521 B. Route Schedules. For Single-Family and Parcelized Multi-Family Customers, Contractor shall 1522 coordinate route schedules and Customers’ day of service with the Solid Waste Contractor, and 1523 the Solid Waste Contractor shall have the right to specify the schedules and service days. 1524 Contractor shall provide City with route maps and daily schedules for Collection service. The City 1525 shall review and approve such maps and schedules.

City Council/RSA Agenda 529 Tuesday, May 27, 2025
-34 - City of Union City
Tri-CED Franchise Agreement
1526
1527 Contractor may not change its regularly scheduled Single-Family or Parcelized Multi-Family 1528 Customers’ Collection days without prior written approval from the City. Contractor shall obtain 1529 such written approval from the City 30 calendar days before the effective date of the schedule 1530 change. Once approved, Contractor shall notify any Single-Family or Parcelized Multi-Family 1531 Customer four weeks before any Collection schedule changes. 1532
1533 Contractor may not change any Parcelized Multi-Family, Non-Parcelized Multi-Family, and 1534 Commercial Customer’s regularly scheduled Collection days without prior written notice to the 1535 Customer.
1536
1537 Contractor shall not permit any Customer to go more than seven calendar days without service 1538 during a Collection schedule change.
1539
1540 C. Holiday Collection Schedule. Contractor shall not provide Collection services on a Holiday. 1541 Contractor shall provide Collection services on the day following the Holiday. The Contractor shall 1542 provide Customers notice of Holiday-related changes in Collection schedules at least two weeks 1543 prior to the change; but in no case, shall Contractor notice Customers three weeks prior to the 1544 change. When a Holiday occurs on normal work day (i.e., Monday through Friday), Contractor 1545 shall adjust the Collection schedule to serve the Customers on the day following the Holiday and 1546 shall adjust other Customers Collection day resulting in Collection services on normal work days 1547 plus the Saturday following the Holiday. Contractor shall coordinate its Collection schedule 1548 adjustments with the Solid Waste Contractor so that both parties operate with the same modified 1549 Collection schedule.
1550
1551 8.2 COLLECTION STANDARDS
1552
1553 8.2.1 Implementation of Services
1554 The Contractor’s implementation of the services required under this Agreement shall occur in a smooth 1555 and seamless manner so that Customers and/or Generators do not experience disruption in Collection 1556 services.
1557
1558 8.2.2 Servicing Containers
1559 Contractor shall pick up and return each Container to the location where the Occupant properly placed 1560 the Container for Collection. Contractor shall place the Containers upright with lids properly secured and 1561 closed. The City may levy fines for repeat occurrences of Container misplacement in accordance with 1562 Section 13.6 of this Agreement.
1563
1564 Contractor shall use due care when handling Containers. Contractor shall not throw, roughly handle, 1565 damage, or break Containers.
1566
1567 Contractor, at the request of Customers, shall provide special services for Non-Parcelized Multi-Family 1568 and Commercial Customers including: unlocking Containers; accessing Container enclosures with a key; 1569 or pulling or pushing Containers to the Collection vehicle. Pursuant to Section 7.2.B, Contractor shall 1570 inform the Solid Waste Contractor of special services provided to each Customer for the purposes of 1571 billing.
1572
City Council/RSA Agenda 530 Tuesday, May 27, 2025
-35 - City of Union City
Tri-CED Franchise Agreement
1573 8.2.3 Allocation of City Materials
1574 Recyclable Materials Collected in the City, which are combined with materials Collected from other 1575 jurisdictions, shall be allocated by Contractor to the City’s Collection program based on volume or Tonnage 1576 using the following City-approved method:
1577
1578 Collection vehicles containing Recyclable Materials from only one jurisdiction or agency shall be weighed 1579 and the amount of Recyclable Materials Collected and delivered for Processing are recorded by vehicle 1580 identification number, date, and time. If the Collection vehicles Collect Recyclable Materials from two or 1581 more jurisdictions or agencies, the Tonnage of Recyclable Materials Collected shall be allocated to each 1582 jurisdiction or agency based proportionally on the volume of Recyclable Materials serviced in each 1583 jurisdiction.
1584
1585 To allocate the specific material types recovered for the Processing activities, the Tonnage of the material 1586 shall be allocated to each jurisdiction proportionally based on the jurisdiction’s Tonnage as a percentage 1587 of the Total Tonnage Processed at the Approved Recyclable Materials Processing Facility. For example, if 1588 the Tonnage of the Recyclable Materials from the City is 40% of the total Tonnage of Recyclable Materials 1589 Collected and Processed; then, the City shall be allocated 40% of the Tonnage of each specific material 1590 type recovered (e.g., newspaper, mixed paper, cardboard, glass, etc.). This method assumes that there is 1591 substantially no difference between the composition of Recyclable Materials Collected in other 1592 jurisdictions.
1593
1594 Recyclable Materials from the buy-back program shall be separately weighed when received and the 1595 transaction shall be recorded to provide a record for the Processing and marketing of the buyback’s 1596 commodities.
1597
1598 8.2.4 Contamination Monitoring and Instructions to Customer with Contaminated Containers 1599
1600 Contractor will utilize truck cameras and fleet management software to monitor contamination 1601 in Recyclable Materials Carts. Contractor’s public education and outreach materials shall instruct 1602 Customers on the preparation of Recyclable Materials to be placed in Contractor’s Containers 1603 and the proper placement of Containers at the curbside (i.e., placed at curbline, two (2) feet 1604 apart, lids closed) or alternative location for Collection. If Customers are not adhering to 1605 Contractor’s instructions on the preparation of Recyclable Materials to be placed in Contractor’s 1606 containers and the proper placement of Containers at the curbside, Contractor shall notify such 1607 Customers promptly. If Recyclable Materials set out for Collection contain ten percent (10%) or 1608 greater by volume of non-Recyclable Materials, Contractor shall Collect materials and leave a 1609 warning notice for the Customer which states the reasons the Customer did not properly adhere 1610 to Contractor’s Recyclable Materials preparation instructions and provide Customer instructions 1611 to rectify the issue(s) identified by Contractor.
1612
1613 The monitoring of Containers set-out for Collection by Contractor shall use the truck camera. In 1614 cases of extreme or repeated failure to comply with the instructions and Contractor has provided 1615 Customer with three (3) warning notices, Contractor may decline to pick-up the Recyclable 1616 Materials provided that Contractor leaves a stop service notice at least two inches by six inches 1617 (2” x 6”) in size on the Container indicating the reason for refusing to Collect the material. The 1618 aforementioned stop service notice shall clearly explain to the Customer the actions that City Council/RSA Agenda 531 Tuesday, May 27, 2025
-36 - City of Union City
Tri-CED Franchise Agreement
1619 Customer must take in order for Contractor to resume providing Collection. Specifically, the 1620 warning notice shall define the Customer’s actions to facilitate Contractor resuming Collection 1621 service, as follows: Customer shall demonstrate that they have properly prepared the set-out for 1622 Collection in accordance with Contractor’s materials preparation requirements by removing the 1623 non-Recyclable Materials from Contractors Container that exceeds 10% by volume of the set-out. 1624 Contractor shall make a reasonable assessment every week regarding Customer’s compliance 1625 with Contractor’s Recyclable Materials preparation guidelines as defined herein and if Customer 1626 is determined to comply Contractor shall resume Collection on the next regular Collection service 1627 day. Said reasonable assessment performed weekly for Customers who have received three (3) 1628 prior warning notices shall be performed by Contractor’s driver serving the route of these 1629 customers daily.
1630
1631 8.2.5 Overages
1632 Contractor shall direct its employees not to Collect Recyclable Materials beyond each Customer’s 1633 subscription level of service unless the business office of Contractor has granted prior authorization to 1634 make such Collection. Contractor shall document with photographs and report to City all events when 1635 Contractor does not Collect Recyclable Materials beyond each Customer’s subscription level. 1636
1637 8.2.6 Care of Private Property
1638 Contractor shall not damage private property. Contractor shall ensure that its employees: (i) close all 1639 gates opened in making Collections, unless otherwise directed by the Customer, (ii) do not cross 1640 landscaped areas, and (iii) do not climb or jump over hedges and fences. 1641
1642 City shall refer Complaints about damage to private property to Contractor. Contractor shall repair, to its 1643 previous condition, all damage to private or public property caused by its employees. In the event of 1644 repeat occurrences of property damage, the Contractor shall pay Liquidated Damages in accordance with 1645 Section 13.6.
1646
1647 8.2.7 Collection Route Audits
1648 City reserves the right to conduct audits of Contractor’s Collection routes. Contractor must cooperate with 1649 City in connection therewith, including permitting City employees or agents designated by the City 1650 Manager to ride in the Collection Vehicles to conduct the audits. City will provide Contractor with two (2) 1651 business days notice of any ride along request. Contractor has no responsibility or liability for the salary, 1652 wages, benefits, or worker compensation claims of any person designated by the City Manager to conduct 1653 such audits.
1654
1655 8.2.7 Litter Abatement
1656
1657 A. Minimization of Spills. Contractor shall use due care to prevent Recyclable Materials, vehicle oil 1658 and vehicle fuel from being spilled or scattered during Collection and Transportation operations. 1659 If any materials are spilled or scattered during Collection and Transportation operations, the 1660 Contractor shall promptly clean up all spilled and scattered materials. 1661
1662 Contractor shall not transfer loads from one vehicle to another on any public street, unless it is 1663 necessary to do so because of mechanical failure, emergency (e.g., combustion of material in the 1664 truck), accidental damage to a vehicle, or unless approved by the City. 1665
City Council/RSA Agenda 532 Tuesday, May 27, 2025
-37 - City of Union City
Tri-CED Franchise Agreement
1666 If Contractor fails to perform some or all of the requirements described in this Section, the 1667 Contractor shall pay the City Liquidated Damages as described in Section 13.6. 1668
1669 B. Clean-Up. During Collection, the Contractor shall clean-up litter in the immediate vicinity of any 1670 Container storage area (including the areas where Containers are delivered for Collection) 1671 whether or not Contractor has caused the litter. Each Collection vehicle shall carry protective 1672 gloves, a broom, and shovel at all times for cleaning up litter. Cat-litter or similar absorbent 1673 material shall be provided by Contractor for cleaning up liquid spills. The Contractor shall discuss 1674 instances of repeated spillage not caused by it with the Customer of the Premise where spillage 1675 occurs, and Contractor shall report such instances to City. If the Contractor has attempted to have 1676 a Customer stop creating spillage but is unsuccessful, the City will attempt to rectify such situation 1677 with the Customer. Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris 1678 resulting from Contractor’s operations or equipment repair must be covered immediately with an 1679 absorptive material and removed from the street surface. Contractor must document spillage and 1680 notify City’s stormwater compliance coordinator within ninety (90) minutes of any spills resulting 1681 from Contractor’s operations or equipment. When necessary, Contractor must apply a suitable 1682 cleaning agent and cleaning technique to the street surface to provide adequate cleaning as 1683 approved by the City’s stormwater compliance coordinator to be compliant with the City’s 1684 stormwater permit.
1685
1686 8.2.8 Noise
1687 All Collection operations shall be conducted as quietly as possible and shall conform to applicable Federal, 1688 state, county, and City noise level regulations. Contractor will promptly resolve any Complaints of noise 1689 during the morning or evening hours of the day to the satisfaction of the City. 1690
1691 8.3 VEHICLE REQUIREMENTS
1692
1693 8.3.1 General
1694 Contractor shall provide a fleet of Collection vehicles sufficient in number and capacity to efficiently 1695 perform the work required by the Agreement in strict accordance with its terms. Contractor shall have 1696 available sufficient back-up vehicles for each type of Collection vehicle used (e.g., side loader, front loader, 1697 roll-off vehicles) to respond to Complaints and emergencies. 1698
1699 Contractor shall confer with the City before purchasing any new Collection vehicles during the Term, 1700 including extensions, as described in Section 3.4. Note that the depreciation expense for new Collection 1701 vehicles (required pursuant to Section 8.3.2) is an allowable annual expense that has been agreed-upon 1702 by the Parties (refer to Section D of Exhibit C) and included in Contractor’s Compensation. Rate 1703 YearVehicles shall be the property of Contractor at the expiration of the Term of the Agreement. 1704
1705 8.3.2 Specifications
1706 Contractor shall operate Collection vehicles for all of its Recyclable Materials Collection routes and such 1707 vehicles shall be fueled by compressed natural gas (CNG). Contractor can purchase CNG at a City-owned 1708 fueling facility. Contractor shall register all vehicles with the California Department of Motor Vehicles. All 1709 such vehicles shall have watertight bodies designed to prevent leakage, spillage, or overflow. All such 1710 vehicles shall comply with California Environmental Protection Agency (EPA) noise emission and air quality 1711 regulations and other applicable noise control regulations. 1712
City Council/RSA Agenda 533 Tuesday, May 27, 2025
-38 - City of Union City
Tri-CED Franchise Agreement
1713 Collection vehicles shall comply with the proposed rule adopted by the State of California Air Resources 1714 Control Board on September 25, 2003 requiring the implementation of “Diesel Particulate Matter Control 1715 Measure for On-Road Heavy-Duty Residential and Commercial Solid Waste Collection Vehicle Diesel 1716 Engines.” The City prohibits use of vehicles that use biodiesel fuel. Contractor agrees to coordinate and 1717 cooperate with the City to meet its Recovered Organic Waste Product procurement target, as defined in, 1718 and required by Applicable Law. In support of that objective, the City will receive any applicable SB 1383 1719 Recovered Organic Waste Product procurement credits for all RNG used by the Contractor to power 1720 Contractor’s Collection vehicles as allowed by the Applicable Law and within the time provided therein. 1721
1722 Contractor must use Collection Vehicles fitted with GPS tracking devices that can be used to record start 1723 and stop times, vehicle locations, and maximum speed. Contractor shall furnish to the City, at no 1724 additional cost or expense, any software and equipment necessary for City to track the location of 1725 Collection Vehicles in real time and to generate reports as needed. Collection Vehicles must also be fitted 1726 with cameras that are programmed to take photos, date and location stamped, to document violations, 1727 including contamination, overfilling, and lids not closed. GPS and camera data must be made available to 1728 City upon request.
1729
1730 8.3.3 Vehicle Identification
1731 Contractor’s name, local telephone number, and a unique vehicle identification number for each vehicle 1732 shall be prominently displayed on all vehicles, in letters and numbers that are a minimum of four inches 1733 high. Contractor shall not place the City’s logo on its vehicles. Contractor shall not use vehicles identified 1734 for use in the City in any other jurisdiction without prior approval from the City. 1735
1736 8.3.4 Inventory
1737 Contractor shall furnish sufficient equipment to provide all service required by this Agreement. 1738 Contractor shall furnish the City a written inventory of all vehicles used in providing service, and shall 1739 update the inventory report annually. The inventory shall list all vehicles by manufacturer, ID number, 1740 date of acquisition, type, capacity, decibel rating, average weight of load, and average loaded axle weights. 1741
1742 8.3.5 Cleaning and Maintenance
1743
1744 A. General. Contractor shall maintain all of its properties, facilities, and equipment in a safe, neat, 1745 clean and operable condition at all times.
1746
1747 B. Cleaning. Collection vehicles shall be thoroughly washed and thoroughly steam cleaned as 1748 necessary, to present a clean appearance of the exterior and interior compartment of the vehicle. 1749 City may inspect vehicles at any time to determine compliance with sanitation requirements. 1750 Contractor shall make vehicles available to the Alameda County Health Department for 1751 inspection, at any frequency it requests.
1752
1753 C. Maintenance. Contractor shall inspect each vehicle daily to ensure that all equipment is operating 1754 properly. Vehicles that are not operating properly shall be taken out of service until they are 1755 repaired and operate properly. Contractor shall perform all scheduled maintenance functions in 1756 accordance with the manufacturer’s specifications and schedule or in accordance with California 1757 Highway Patrol standards whichever are more stringent. All vehicles shall be painted in a uniform 1758 manner that does not create a resemblance between Contractor’s vehicles and City utility 1759 vehicles. Contractor shall keep accurate records of all vehicle maintenance, recorded according City Council/RSA Agenda 534 Tuesday, May 27, 2025
-39 - City of Union City
Tri-CED Franchise Agreement
1760 to date and mileage, and shall make such records available to the City upon request to the extent 1761 necessary to perform the inspections described in Sections 8.8 and 9.1.3. 1762
1763 D. Repairs. Contractor shall repair, or arrange for the repair of, all of its vehicles and equipment for 1764 which repairs are needed because of accident, breakdown or any other cause so as to maintain 1765 all equipment in a safe and operable condition. If an item of repair is covered by a warranty, 1766 Contractor shall obtain warranty performance. Contractor shall maintain accurate records of 1767 repair, which shall include the date/mileage, nature of repair and the signature of a maintenance 1768 supervisor that the repair has been properly performed. 1769
1770 E. Storage. Contractor shall arrange to store all vehicles and other equipment in safe and secure 1771 location(s) in accordance with City's applicable zoning regulations. 1772
1773 F. RNG. Contractor agrees to coordinate and cooperate with the City to meet its Recovered Organic 1774 Waste Product procurement target, as defined in, and required by Applicable Law. In support of 1775 that objective and contingent on availability, the City may request any applicable SB 1383 1776 Recovered Organic Waste Product procurement credits for all RNG used by the Contractor to 1777 power Contractor’s Collection vehicles within the City as allowed by the Applicable Law and within 1778 the time provided therein.
1779
1780 G. Zero Emission Vehicles. Contractor shall proactively take such steps as are necessary to plan for, 1781 and upon City direction execute, transition of the Contractor’s Collection Vehicles to reliance on 1782 electricity or other zero emission technologies as a fuel source. Contractor shall report to the City 1783 no less than annually on the status of the transition. The City and Contractor shall, no less than 1784 annually, confer on the degree to which it is technologically and economically feasible to 1785 transition some or all Collection Vehicles to electricity or other zero emission technology. Upon a 1786 determination by the City that it is technologically and economically feasible to transition some 1787 or all Collection Vehicles to electricity or other zero emissions technology, Contractor shall 1788 proceed to purchase and operate such vehicles on a schedule mutually agreed to by Contractor 1789 and City, and subject to agreement regarding changes in Contractor’s Compensation that are 1790 reasonable and necessary for the transition. Contractor shall be entitled to a change in 1791 Contractor’s Compensation for construction of an electric charging or other fueling station, 1792 subject to the mutual agreement of the City and Contractor and approval of the City Council. 1793 Contractor will coordinate with the City in finding or constructing a suitable charging or other 1794 fueling station for Contractor’s electric or other zero emission Collection Vehicles. 1795
1796 H. GPS Tracking of Vehicles. Contractor must use Collection Vehicles fitted with GPS tracking devices 1797 that can be used to record start and stop times, vehicle locations, and maximum speed. 1798 Contractor shall furnish to the City, at no additional cost or expense, any software and equipment 1799 necessary for City to track the location of Collection Vehicles in real time and to generate reports 1800 as needed. Collection Vehicles may also be fitted with cameras that are programmed to take 1801 photos, date and location stamped, to document violations, including contamination and 1802 overfilling. Should Contractor commence the use of such technology on their collection vehicles, 1803 GPS and camera data must be made available to City upon request. 1804
1805 8.3.6 Operation
1806 Vehicles shall be operated in compliance with the California Vehicle Code, and all applicable safety and 1807 local ordinances. Contractor shall not load vehicles in excess of the manufacturer’s recommendations or City Council/RSA Agenda 535 Tuesday, May 27, 2025
-40 - City of Union City
Tri-CED Franchise Agreement
1808 limitations imposed by State or local weight restrictions for vehicles and roads. Annually, Contractor shall 1809 have each Collection vehicle weighed at the Approved Recyclable Materials Processing Facility to 1810 determine the unloaded weight (“tare weight”) of the vehicle, and the total loaded weight of each load 1811 delivered to the Approved Recyclable Materials Processing Facility. Upon a major repair that could affect 1812 the vehicle’s tare weight, Contractor shall have the vehicle re-weighed to establish a new tare weight. 1813
1814 Contractor may not use any Collection Vehicle in violation of weight limitations in Applicable Law, 1815 including any weight limitation placed on any public roadway or alley as adopted and posted by City. The 1816 Contractor may exceed the Collection Vehicle size limitation for a limited time due to extraordinary 1817 circumstances or conditions with the prior written consent of the Agreement Administrator. The limited 1818 time may not exceed 120 days. Contractor must report all instances of overweight vehicles to City as part 1819 of its quarterly reporting, and as part of its Annual Reports to the City. Contractor may be assessed 1820 Administrative Charges and Penalties as a result of exceeding an overweight vehicle rate of five percent 1821 (5.0%) in any Calendar Year during the Term of the Agreement. The overweight vehicle rate will be 1822 calculated as the total number of overweight Collection Vehicle instances during the Calendar Year divided 1823 by the total number of Collection Vehicle loads transported during the Calendar Year. Prior to collecting 1824 Administrative Charges and Penalties for overweight vehicles, the City shall afford Contractor a reasonable 1825 opportunity to provide the City with documentation of the extraordinary circumstance that caused the 1826 overweight vehicles. Extraordinary circumstances in this case may include, but are not limited to, heavy 1827 rains or high winds that caused excess Green Waste to be generated, rain to accumulate in open 1828 Containers, or normal Collection routes to be delayed or shortened due to extreme weather conditions. 1829 The City shall have authority to consider Contractor’s documentation and uphold and collect the assessed 1830 charge, to reduce the charge, or to waive and dismiss the charge. The City shall also have the authority to 1831 waive charges in advance of an anticipated, or in response to an actual, emergency event. 1832
1833 8.4 CONTAINER REQUIREMENTS
1834
1835 A. General. Contractor shall provide all Carts to all Customers as part of its services. Contractor1836 provided Carts shall be designed and constructed to be watertight and prevent the leakage of 1837 liquids. All Carts shall be manufactured by injection or rotational molding methods and shall meet 1838 the Cart design and performance requirements provided in Exhibit F. Contractor shall use Carts 1839 with a blue color or obtain City’s written approval for Carts of any other color before acquisition. 1840 The useful life of Carts provided to Customers shall be equal to or longer than the initial Term of 1841 the Agreement. Carts shall be depreciated over eleven (11) years. Carts shall have Contractor’s 1842 name molded, hot stamped, or displayed using an adhesive label. 1843
1844 B. Cleaning, Painting, and Maintenance. All Containers shall be maintained in a safe, serviceable, 1845 and functional condition. Customers shall be responsible for cleaning Carts. 1846
1847 C. Repair and Replacement. Contractor shall repair or replace all Carts that are not in a safe, 1848 serviceable, or functional condition, or are damaged by Collection operations, within one week of 1849 Customer’s request. If the repair or replacement cannot be completed within one week, the 1850 Contractor shall notify Customer and a Cart of the same size or larger shall be made available until 1851 the proper Cart can be replaced. Contractor has planned for Container replacements over the 1852 Term and an annual expense for the Cart replacement costs has been included in the Contractor’s 1853 Compensation; accordingly, Contractor shall not be entitled to additional compensation for such 1854 replacements.

City Council/RSA Agenda 536 Tuesday, May 27, 2025
-41 - City of Union City
Tri-CED Franchise Agreement
1855
1856 D. City’s Rights to Containers. Upon expiration or early termination of this Agreement, all Carts 1857 acquired by Contractor and put into service at Customer’s Premises before the first anniversary 1858 of the Commencement Date or during the Term of the Agreement shall become property of the 1859 City, at the City’s option.
1860
1861 At its sole discretion, the City may elect not to exercise its rights with regard to this Section and, 1862 in such case, the Containers shall become the property of the Contractor upon the expiration date 1863 of this Agreement or date of its earlier termination of this Agreement. In such case, Contractor 1864 shall be responsible for removing all Containers in service from Premises and reusing or Recycling 1865 such Containers.
1866
1867 8.5 PERSONNEL
1868
1869 A. General. Contractor shall furnish such qualified drivers, mechanical, supervisory, Customer 1870 service, clerical and other personnel as may be necessary to provide the services required by this 1871 Agreement in a safe and efficient manner and shall provide, at a minimum, the number and type 1872 of personnel listed in Section A of Exhibit C.
1873
1874 B. Provision of Field Supervision. Contractor shall designate at least one qualified employee as 1875 supervisor of field operations. The field supervisor will devote at least 50% of his or her time in 1876 the field checking on Collection operations, including responding to Complaints. 1877
1878 C. Driver Qualifications. All drivers shall be trained and qualified in the operation of Collection 1879 vehicles, and must have in effect a valid license, of the appropriate class, issued by the California 1880 Department of Motor Vehicles. Contractor shall use the Class II California Department of Motor 1881 Vehicles employer “Pull Notice Program” to monitor its drivers for safety. 1882
1883 D. Customer Service Representative Training. Customer service representatives shall be trained on 1884 specific City service requirements, a minimum of once per quarter. A City information sheet shall 1885 be provided to each Customer service representative for easy reference of City requirements and 1886 general Customer needs. The information sheet, training agenda, and associated documentation 1887 shall be forwarded to the City each quarter after the training. 1888
1889 E. Safety Training. Contractor shall provide suitable operational and safety training for all of its 1890 employees who operate Collection vehicles or equipment or who are otherwise directly involved 1891 in such Collection, Disposal, or Processing. Contractor shall train its employees involved in 1892 Collection to identify, and not to collect, Hazardous Waste or Infectious Waste. Upon the City’s 1893 request, Contractor shall provide a copy of its safety policy and safety training program, the name 1894 of its safety officer, and the frequency of its trainings. 1895
1896 F. No Gratuities. Contractor shall not permit its employees to demand or solicit, directly or 1897 indirectly, any additional compensation, or gratuity from members of the public for Collection 1898 services.
1899
1900 G. Employee Conduct and Courtesy. Contractor shall use its best efforts to assure that all employees 1901 present a neat appearance and conduct themselves in a courteous manner. Contractor shall City Council/RSA Agenda 537 Tuesday, May 27, 2025
-42 - City of Union City
Tri-CED Franchise Agreement
1902 regularly train its employees in Customer courtesy, shall prohibit the use of loud or profane 1903 language, and shall instruct Collection employees to perform the work as quietly as possible. If 1904 any employee is found not to be courteous or not to be performing services in the manner 1905 required by this Agreement, Contractor shall take all appropriate corrective measures. The City 1906 may require Contractor to reassign an employee, if the employee has conducted himself or herself 1907 inconsistently with the terms of this Agreement.
1908
1909 H. Uniforms. While performing services under this Agreement, all of the Contractor’s employees 1910 performing field service shall be dressed in clean uniforms and shall wear identification that 1911 include the employee’s name and/or employee number, and Contractor’s name, as approved by 1912 the City.
1913
1914 8.6 HAZARDOUS WASTE INSPECTION AND HANDLING
1915
1916 A. Inspection Program and Training. Contractor shall develop a load inspection program that 1917 includes the following components: (i) Personnel and training; (ii) Load checking activities; (iii) 1918 Management of wastes; and (iv) Record keeping and emergency procedures. 1919
1920 Contractor’s load checking personnel, including its Collection vehicle drivers, shall be trained in (i) 1921 the effects of Hazardous Substances on human health and the environment; (ii) identification of 1922 prohibited materials; and (iii) emergency notification and response procedures. Collection vehicle 1923 drivers shall inspect Containers before Collection when practical. 1924
1925 B. Response to Hazardous Waste Identified During Collection. If Contractor determines that 1926 material placed in any Container for Collection is Hazardous Waste, Designated Waste, or other 1927 material that may not legally be handled at the Approved Recyclable Materials Processing Facility, 1928 or presents a hazard to Contractor’s employees, the Contractor shall have the right to refuse to 1929 accept such material. The Generator shall be contacted by the Contractor and requested to 1930 arrange proper Disposal. If the Generator cannot be reached immediately, the Contractor shall, 1931 before leaving the Premises, leave a tag at least two inches by six inches (2” x 6”) in size, which 1932 indicates the reason for refusing to Collect the material and lists the phone number for the 1933 Alameda County Household Toxic Waste Facility. Contractor’s environmental technician shall be 1934 notified to handle the issue with the Generator. The Contractor’s environmental technician shall 1935 be notified by the Contractor and shall guide the Generator to safely containerizing the Hazardous 1936 Waste and shall explain the Generator’s options for proper disposition of such material. Under 1937 no circumstances shall Contractor’s employees knowingly Collect Hazardous Waste or remove 1938 unsafe or poorly containerized Hazardous Waste from a Container. 1939
1940 If Hazardous Waste is found in a Container or Collection area, that could possibly result in 1941 imminent danger to people or property, the Contractor shall immediately notify the City’s Fire 1942 Department using the 911 emergency number. The Contractor shall notify the City of any 1943 Hazardous Waste identified in Containers or left at any Premises within 24 hours of identification 1944 of such material.
1945
1946 C. Response to Hazardous Waste Identified At Disposal Site or Processing Site. If materials 1947 Collected by Contractor are delivered to a facility owned by Contractor for purposes of Processing, 1948 load checkers and equipment operators at such facility shall conduct inspections in areas where City Council/RSA Agenda 538 Tuesday, May 27, 2025
-43 - City of Union City
Tri-CED Franchise Agreement
1949 Collection vehicles unload Recyclable Materials to identify Hazardous Wastes. Facility personnel 1950 shall remove these materials for storage in approved, on-site, hazardous materials storage 1951 Container(s). Contractor shall make reasonable efforts to identify and notify the Generator. 1952 Contractor shall arrange for removal of the Hazardous Wastes by permitted haulers in accordance 1953 with Applicable Laws and regulatory requirements.
1954
1955 D. Regulations and Record Keeping. Contractor shall comply with emergency notification 1956 procedures required by Applicable Laws and regulatory requirements. All records required by 1957 regulations shall be maintained at the Contractor’s facility. These records shall include waste 1958 manifests, waste inventories, waste characterization records, inspection records, incident 1959 reports, and training records.
1960
1961 8.7 NON-DISCRIMINATION
1962 Contractor shall not discriminate in the provision of service, or the employment of Persons engaged in 1963 performance of this Agreement on account of race, color, natural origin, ancestry, religion, gender, marital 1964 status, sexual orientation, age, physical or mental disability in violation of any Applicable Law. 1965
1966 8.8 COMMUNICATION AND COOPERATION WITH CITY
1967
1968 A. Communications. If requested, the Contractor shall meet with the City or its agent at least once 1969 each month to discuss service issues. The Contractor’s general manager shall have e-mail 1970 capabilities to enable the City and the Contractor’s general manager to communicate via e-mail. 1971
1972 B. Inspection by City. The City or its designated representatives shall have the right to observe and 1973 review Contractor operations and Processing facilities and enter Premises for the purposes of 1974 such observation and review during reasonable hours without advance notice. 1975
1976 C. Cooperate with City-Initiated Studies. Contractor shall cooperate with and assist the City or its 1977 agent with performance of City-initiated studies of Recyclable Materials such as, but not limited 1978 to, material characterization and composition studies. 1979
1980 8.9 ROUTE AUDITS/ROUTE REVIEWS
1981
1982 General Requirement. At least once annually, beginning in 2026, Contractor or its approved designee shall 1983 conduct a Route Review for each Route. The number of Containers to review per Route shall be calculated 1984 on the basis of the number of accounts provided service by a specific Route for one week. For example, 1985 “Route A” collects from two-hundred and fifty (250) accounts, four (4) days per week, for a total of one1986 thousand (1,000) accounts per week; include a minimum of twenty-five (25) accounts for Route Review 1987 of “Route A”. For each Route Review of a Route, Contractor shall inspect at least the following minimum 1988 number of Containers but may inspect more if Contractor deems necessary; and shall inspect all 1989 Containers placed for Collection. Each inspection shall involve lifting the Container lid and observing the 1990 contents but shall not require Contractor to disturb the contents or open any bags. Contractor may select 1991 the Containers to be inspected at random, or (if mutually agreed with City) by any other method not 1992 prohibited under the SB 1383 Regulations. For the avoidance of doubt, Contractor shall not be required 1993 to annually inspect every Container on a Route. Contractor shall include the results of each Route Review 1994 in its next regularly scheduled report to City.

City Council/RSA Agenda 539 Tuesday, May 27, 2025
-44 - City of Union City
Tri-CED Franchise Agreement
Route Size (Number of Recyclable Materials
Collection accounts / week)
Minimum Number of Accounts
Fewer than 1,500 25
1,500-3,999 30
4,000-6,999 35
7,000 or more 40
1995
1996 ARTICLE 9.
1997 RECORD KEEPING AND REPORTING
1998
1999 9.1 GENERAL
2000
2001 9.1.1 Maintenance of Records
2002 Contractor shall maintain accounting, statistical, and other records related to its performance as shall be 2003 necessary to develop the financial statements and other reports required by this Agreement. Also, 2004 Contractor agrees to conduct data collection, information and record keeping, and reporting activities 2005 needed to comply with and to meet the reporting and Solid Waste and Diversion program management 2006 needs of City, the Act, and other Applicable Laws, and the requirements of this Agreement. 2007
2008 To the extent, such requirements are set out in this and other Articles of this Agreement, they shall not 2009 be considered limiting or necessarily complete. In particular, this Article is intended to only highlight the 2010 general nature of records and reports and their minimum content and is not meant to comprehensively 2011 define what the records and reports are to be and their content. Further, with the written direction by or 2012 approval of City, the records, and reports to be maintained and provided by Contractor in accordance with 2013 this and other Articles of the Agreement shall be adjusted in number, format, or frequency. Records and 2014 reporting may be revised to reflect current record keeping and reporting requirements. 2015
2016 In order to set Contractor’s Compensation as described in Article 11, it is necessary for Contractor to 2017 maintain accurate, detailed financial and operational information in a consistent format and to make such 2018 information available to the City in a timely fashion, and in accordance with reporting requirements 2019 specified in this Article.
2020
2021 9.1.2 Retention of Records
2022 Unless otherwise required in this Article, Contractor shall retain all records and data required to be 2023 maintained by this Agreement for the Term of this Agreement plus 5 years after its expiration or earlier 2024 termination. Records and data shall be in chronological and organized form and readily and easily 2025 interpreted. At the City’s request, records and data required to be maintained that are specifically 2026 directed to be retained shall be retrieved in a timely manner by Contractor and made available to the City. 2027
2028 Records and data required to be maintained that are not specifically directed to be retained and that are 2029 not material to determination of an adjustment to Contractor’s Compensation and/or not required for 2030 the determination of the Contractor’s performance do not need to be retrieved by Contractor. In such a 2031 case and when such records and data are required to but are not retained by the Contractor, the City may 2032 make reasonable assumptions regarding what information is contained in such records and data, and such 2033 assumption(s) shall be conclusive in whatever action the City takes. 2034
City Council/RSA Agenda 540 Tuesday, May 27, 2025
-45 - City of Union City
Tri-CED Franchise Agreement
2035 9.1.3 Inspection of Records
2036 The City, its auditors and other agents, shall have the right, during regular business hours, to conduct 2037 unannounced on-site inspections of accounting systems, federal tax returns, payroll tax reports, specific 2038 documents or records required by this Agreement, or any other similar records or reports of the 2039 Contractor and all companies conducting operations addressed in this Agreement, that the City shall 2040 deem, at its sole discretion, necessary to evaluate annual reports, applications for adjustment to 2041 Contractor’s Compensation, and the Contractor’s performance provided for in this Agreement. The City 2042 may make copies of any documents it deems relevant to this Agreement. 2043
2044 9.1.4 Record Security
2045 Contractor shall maintain adequate record security to preserve records from events that can be 2046 reasonably anticipated such as a fire, theft, and an earthquake. Electronically maintained data and 2047 records shall be protected and backed-up.
2048
2049 9.1.5 California Public Records Act. Contractor acknowledges that City is legally obligated to comply 2050 with the California Public Records Act (“CPRA”). City acknowledges that Contractor may consider certain 2051 records, reports, or information contained therein (“Records”) which Contractor is required to provide to 2052 City under this Agreement to be of a proprietary or confidential nature. In such instances, Contractor will 2053 inform City in writing of which records are considered propriety or confidential and shall identify the 2054 statutory exceptions to disclosure provided under the CPRA that legally permit non-disclosure of the 2055 Records. At such time as City receives a request for records under the CPRA or Federal Freedom of 2056 Information Act (“FOIA”), or a subpoena or other court order requesting disclosure of the Records, City 2057 will notify Contractor of the request, subpoena, or order and of City’s obligation and intent to provide a 2058 response within ten (10) calendar days. Contractor shall within five (5) calendar days either: (i) consent in 2059 writing to the disclosure of the Records; or (ii) seek and obtain, at Contractor’s sole cost and expense, the 2060 order of a court of competent jurisdiction staying or enjoining the disclosure of the Records. If Contractor 2061 fails to respond within the timeframe stipulated, then City may proceed to disclosure the Records, in 2062 which event Contractor agrees, waives, and releases City of any liability for the disclosure of the Records. 2063 In the event Contractor seeks a court order to stay or enjoin the disclosure of the Records, Contractor 2064 agrees to indemnify, defend, and hold harmless the City, its Council, elected and appointed board or 2065 commission members, officers, employees, volunteers, and agents (collectively, "Indemnitees") from and 2066 against any and all loss, liability, penalty, forfeiture, claim, demand, action, proceeding, or suit in law or 2067 equity of any and every kind and description, whether judicial, quasi-judicial, or administrative in nature, 2068 arising or resulting from or in any way connected with the subject CPRA, FOIA request, or subpoena for 2069 the Records. This indemnity obligation shall survive the expiration or termination of this Agreement. 2070
2071 9.2 RECORD KEEPING REQUIREMENTS
2072
2073 9.2.1 Financial and Operational Records
2074
2075 Contractor shall maintain accurate and complete accounting records containing the underlying financial 2076 and operating data relating to and showing the basis for computation of all costs associated with providing 2077 services. The accounting records shall be prepared in accordance with Generally Accepted Accounting 2078 Principles (GAAP) consistently applied.
2079
2080 9.2.2 Collection Service Records
2081 Records shall be maintained by Contractor for City relating to:

City Council/RSA Agenda 541 Tuesday, May 27, 2025
-46 - City of Union City
Tri-CED Franchise Agreement
2082
2083 A. Customer services including service exemption information; 2084
2085 B. Weight and volume of Recyclable Materials Collected; 2086
2087 C. Routes;
2088
2089 D. Facilities, equipment and personnel used;
2090
2091 E. Facilities and equipment operations, maintenance and repair; 2092
2093 F. Tonnage of Recyclable Materials, listed by Processing Site where such materials were delivered; 2094
2095 G. Recyclable Materials Collection Customer participation and weekly Cart setout rates; 2096
2097 H. Tonnage of Recyclable Materials Collected and Diverted from Disposal by Contractor; 2098
2099 I. Diversion Level;
2100
2101 J. End use and markets for recovered materials; and, 2102
2103 K. Quantity of E-Waste, Batteries, and cell phones accepted by Contractor. 2104
2105 9.2.3 Transfer, Processing, Diversion, and Disposal Records 2106 Contractor shall maintain records of transfer, Processing, Diversion, and Disposal of all Recyclable 2107 Materials Collected by Contractor.
2108
2109 9.2.4 Other Programs Records
2110 Records for other programs shall be tailored to specific needs. In general, the records shall include:
2111
2112 A. Plans, tasks, and milestones; and
2113
2114 B. Accomplishments in terms such as dates, activities conducted, quantities of products used, 2115 produced or distributed, and numbers of participants and responses. 2116
2117 9.2.5 Customer Service Records
2118 Records shall be maintained by Contractor for City related to:
2119
2120 A. Number of calls;
2121
2122 B. Categories (missed pickups, Complaints, damage, etc.) of calls; 2123
2124 C. Training materials and records;
2125
2126 D. Complaint log noting the name and address of complainant, date and time of Complaint, nature 2127 of Complaint, and nature and date of resolution; and, 2128
2129 E. New Customer log.

City Council/RSA Agenda 542 Tuesday, May 27, 2025
-47 - City of Union City
Tri-CED Franchise Agreement
2130
2131 9.2.6 CERCLA Defense Records
2132 City views its ability to defend itself against Comprehensive Environmental Response, Compensation and 2133 Liability Act (CERCLA), and related litigation as a matter of great importance. For this reason, the City 2134 regards its ability to prove where Residue from Recyclable Materials Processing is taken for transfer or 2135 Disposal, as well as where they are not taken, to be matters of concern. Contractor shall maintain, retain 2136 and preserve records which can establish where Residue was Disposed (and therefore establish where 2137 they were not). This provision shall survive the expiration or earlier termination of this Agreement. 2138 Contractor shall maintain these records for a minimum of 10 years beyond expiration or earlier 2139 termination of the Agreement. Contractor shall provide these records to City (upon request or at the end 2140 of the record retention period) in an organized and indexed manner rather than destroying or disposing 2141 of them.
2142
2143 9.3 GENERAL REPORTING REQUIREMENTS
2144 Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them 2145 to structure reports, as needed. Reports are intended to compile recorded data into useful forms of 2146 information that can be used to, among other things:
2147
2148 A. Determine Contractor’s Compensation;
2149
2150 B. Set Maximum Rates;
2151
2152 C. Evaluate the financial efficacy of operations;
2153
2154 D. Evaluate Diversion performance and Residue Level; 2155
2156 E. Determine needs for adjustment to programs;
2157
2158 F. Evaluate Customer service and Complaints; and
2159
2160 G. Provide concise and comprehensive program information and metrics for use in fulfilling reporting 2161 requirements under AB 939, AB 341, AB 1826, and the Alameda County Mandatory Recycling 2162 Ordinance.
2163
2164 Contractor may propose report formats that are responsive to the objectives and audiences for each 2165 report. The format of each report shall be approved by City. The City may, from time to time during the 2166 Term, review and request changes to Contractor’s report formats and content and the Contractor shall 2167 not unreasonably deny such requests. Contractor agrees to submit all reports in electronic format by e2168 mail or web-based platform in a manner compatible with City’s software and computers at no additional 2169 charge. Contractor shall provide a certification statement, under penalty of perjury, by the responsible 2170 Contractor official, that the report being submitted is true and correct to the best knowledge of such 2171 official after their reasonable inquiry. Upon the City’s request, Contractor shall provide signed original 2172 reports and other required documents.
2173
2174 Contractor shall submit quarterly reports within forty-five (45) calendar days after the end of the report 2175 quarter. Contractor shall submit annual reports no later than forty-five (45) calendar days after the end 2176 of the each Rate Year.

City Council/RSA Agenda 543 Tuesday, May 27, 2025
-48 - City of Union City
Tri-CED Franchise Agreement
2177
2178 Contractor shall submit (via e-mail) all reports to:
2179
2180 Recycling and Solid Waste Manager
2181 City Manager’s Office
2182 City of Union City
2183 34009 Alvarado-Niles Road
2184 Union City, CA 94587-4497
2185
2186 9.4 QUARTERLY REPORTS
2187 Reports shall present the following information by each month’s data in the reported quarter and include 2188 a quarterly average. In addition, each quarterly report shall show the past twelve months of data and 2189 past four quarters’ averages for data comparison (the first three quarters of the Agreement shall only 2190 include the available monthly and quarterly information). 2191
2192 A. Recyclable Materials Services
2193
2194 1. Number of Customers and service levels for each Service Type. 2195 2. Participation percentage by Service Type (number of accounts actually serviced / number of 2196 accounts scheduled for service).
2197 3. Tonnage Collected by Service Type listed separately by material type and Tonnage of Residue 2198 Disposed by Service Type.
2199 4. Identification of severe market depressions for Recyclable Materials, if any, and contingency 2200 plans for such events.
2201 5. A list of Recyclable Materials brokers and buyers used by the Contractor or Subcontractor. 2202
2203 B. Batteries, Used Motor Oil and Used Motor Oil Filters Curbside Collection Services for Single 2204 Family and Parcelized Multi-Family Customers
2205
2206 1. Data shall include the pounds of Batteries Collected, gallons of Used Motor oil Collected and 2207 the number of pounds of Used Oil Filters Collected. 2208 2. Provide the number of setouts of Batteries, Used Motor Oil and Used Motor Oil Filters. 2209
2210 C. Recyclable Materials Processing.
2211
2212 1. Inbound Recyclable Materials weight tickets
2213 2. Residue disposal records
2214 3. Daily bale production count
2215 4. Commodity sales and shipping records
2216 5. Downtime logs
2217 6. Employee roster (names, description, role, etc.) 2218 7. Operating schedule
2219 8. Safety Plan
2220 9. Contractor’s performance assessment
2221
2222 D. Customer Service
2223
City Council/RSA Agenda 544 Tuesday, May 27, 2025
-49 - City of Union City
Tri-CED Franchise Agreement
2224 1. Number of calls received from Customers by category (e.g., missed pickups, damage claims, 2225 requests for information, etc.).
2226 2. Number of resolved Complaints and the number of Complaints which were unresolved for 2227 more than five Business Days. Provide explanations on unresolved Complaints. 2228 3. Number of new Recyclable Materials Customers.
2229 4. Customer Service overview sheet, training agenda, and other training supplements provided 2230 at the quarterly Customer service meeting.
2231 5. Call center reports documenting the number of calls received per month (or quarter). 2232
2233
2234 E. Annual Public Education Plan. As part of Contractor’s third quarterly report, Contractor shall 2235 submit a plan outlining its public education efforts for the upcoming calendar year, as required 2236 pursuant to Section 7.1.Notices for High Contamination. List of Customers that received warning 2237 notices from Contractor for contamination levels in excess of standards specified in Section 8.2.4. 2238
2239 F. Education Activities. Provide a status report of Contractor’s actual public education and outreach 2240 activities completed compared to the efforts outlined in the annual public education plan for that 2241 year. Pursuant to the requirements of Exhibit E and for each education program (Single Family, 2242 Multi-Family, Commercial, Special Events), document the results including the dates of activities 2243 during the quarter, how many Customers were visited/targeted or participated, and what 2244 methods were used to accomplished the tasks if different from the plan. 2245
2246 G. Customer Notices for High Contamination. List of Customers that received warning notices from 2247 Contractor for contamination levels in excess of standards specified in Section 8.2.4. 2248
2249 H. Pilot and New Programs. For each pilot and/or new program, activity-related and narrative 2250 reports on goals and milestones and accomplishments; description of problems encountered, 2251 actions taken, and any recommendations to facilitate progress; and description of vehicles, 2252 personnel, and equipment utilized for each program. 2253
2254 I. Summary Assessment
2255
2256 1. Summary assessment of the overall Recyclable Materials Collection and Processing from 2257 Contractor’s perspective relative to financial and physical status of program. 2258 2. Description of the physical status of how well the program is operating for efficiency, 2259 economy, and effectiveness relative to meeting all the goals and objectives of this Agreement 2260 including particularly the Contamination and Residue Levels and Contractor’s Recycling 2261 Processing performance.
2262 3. Recommendations and plans to improve.
2263 4. Highlights of significant accomplishments and problems. 2264
2265 J. Overweight Vehicle Reporting. The quarterly report must include a summary total of all instances 2266 of overweight Collection Vehicles. This summary must include the number of overweight vehicle 2267 instances expressed as a percentage of the total number of Collection Vehicle loads transported 2268 during the reported Quarter.
2269 9.5 ANNUAL REPORTS
2270
City Council/RSA Agenda 545 Tuesday, May 27, 2025
-50 - City of Union City
Tri-CED Franchise Agreement
2271 9.5.1 Annual Report Requirements
2272 The annual report shall be in the form of the quarterly reports and shall provide the same information as 2273 required pursuant to Section 9.4 of this Agreement, summarized for the preceding four quarters. The 2274 annual report shall also include a complete inventory of equipment used to provide all services. 2275
2276 9.5.2 Contractor Officers and Board Members
2277 Provide a list of Contractor’s officers and members of its board of directors with the annual report. 2278
2279 9.5.3 Financial Information
2280 Within seven (7) calendar days of City request, Contractor shall provide the City a copy of Contractor’s 2281 most recently-completed Federal Internal Revenue Service (IRS) Form 990 (or other form required by the 2282 IRS).
2283
2284 9.5.4 Related-Party Entities
2285 Contractor agrees that all financial transactions with all Related-Party Entities shall be approved in 2286 advance in writing and disclosed annually to the City in a separate disclosure letter to the City. This letter 2287 shall include, but not be limited to, the following information:
2288
2289 A general description of the nature of each Related-Party Entity transaction, or type of (for many 2290 similar) transaction, as applicable. Such description shall include for each (or similar) transaction, 2291 amounts, specific Related-Party Entity, basis of amount (how amount was determined), 2292 description of the allocation methodology used to allocate any common costs, and profit amount. 2293 Amounts shall be reconciled to the Related-Party Entity disclosures made in Contractor’s financial 2294 statements referred to in Section 9.5.3.
2295
2296 At the City’s request, Contractor shall provide the City with copies of working papers or other 2297 documentation deemed relevant by the City relating to information shown in the annual disclosure letter. 2298 The annual disclosure letter shall be provided to the City within 120 calendar days after the end of the 2299 Contractor’s fiscal year.
2300
2301 9.5.5 Operational Information
2302 In addition to requirements stated elsewhere in this Agreement, the annual report shall include the 2303 following information:
2304
2305 A. Routes by Service Type
2306
2307 1. Number of routes per day
2308 2. Types of vehicles
2309 3. Crew size per route
2310 4. Number of full time equivalent (FTE) routes
2311 5. Number of accounts per route
2312 6. Total hours per Service Type per day and per year 2313 7. Average cost per route
2314 8. Route maps
2315
2316 B. Personnel
2317
2318 1. Organizational chart
City Council/RSA Agenda 546 Tuesday, May 27, 2025
-51 - City of Union City
Tri-CED Franchise Agreement
2319 2. Job classifications and number of employees (e.g. administrative, Customer service 2320 representatives, drivers, supervisors, educational staff) 2321 3. Annual wages by job classification including benefits 2322 4. Number of full time equivalent (FTE) positions for each job classification 2323 5. Number of hours per job classification per day and per year 2324
2325 C. Productivity Statistics
2326
2327 1. Number of accounts per Service Type per week
2328 2. Number of setouts per Service Type per week
2329 3. Tons per route per day
2330
2331 D. Operational Changes
2332
2333 1. Number of routes
2334 2. Staffing
2335 3. Supervision
2336 4. Collection services.
2337
2338 E. Equipment. An inventory of equipment in accordance with Section 8.3.4. 2339
2340 F. Materials Recovery Facility Safety Plan
2341
2342 9.5.6 Summary Assessment
2343 A status assessment of the overall Recyclable Materials program from Contractor’s perspective relative to 2344 the financial status of the program. The status assessment shall reflect how well the program is operating 2345 for efficiency, economy and effectiveness relative to meeting all goals and objectives of this Agreement. 2346 Provide recommendations and plans to improve. Highlight significant accomplishments and problems. 2347
2348 9.5.7 Additional Reporting
2349 Contractor shall provide the City with any additional data and information requested by the City that is 2350 maintained by, or readily available to, Contractor and that is specifically related to the Collection Services. 2351 Such Reports shall be provided within a reasonable time following the request. 2352
2353 ARTICLE 10.
2354 FRANCHISE FEES AND OTHER FEES
2355
2356 10.1 GENERAL
2357 Contractor shall remit the fees described in this Section to City on a monthly basis. Such fees shall be 2358 treated as Pass-Through Costs for which Contractor does not receive profit or any additional mark-up, 2359 expense, or administrative charge. For administrative convenience, Contractor agrees to have City deduct 2360 such fees from Contractor’s Compensation payments made by City to Contractor. 2361
City Council/RSA Agenda 547 Tuesday, May 27, 2025
-52 - City of Union City
Tri-CED Franchise Agreement
2362 10.2 FRANCHISE FEE
2363 In consideration of the exclusive rights provided Contractor herein, Contractor shall include in 2364 Contractor’s Compensation Application and Maximum Rates established by Contractor a Franchise Fee to 2365 be paid to the City each month.
2366
2367 10.3 OTHER CITY FEES
2368 Contractor shall annually include in the Maximum Rates established by Contractor and approved by City, 2369 City Fees as directed and adjusted by City. City shall direct Contractor to include City Fees in its annual 2370 Compensation Application and the Maximum Rates established by Contractor. 2371
2372 10.6 FEE DISPUTES
2373
2374 In the event of any disputes between the Contractor and the City with respect to the fees 2375 described in this Article, the City shall provide the Contractor with written objection 2376 describing the dispute amount. The City shall state its objections in writing with reference to 2377 the applicable portion(s) of the report and its reasons then known for its dispute. The Parties 2378 agree to meet and confer regarding any such dispute. 2379
2380 In the event any City imposed fee (hereinafter “CIF”) is determined by a court of final 2381 jurisdiction to be excessive, invalid, or unenforceable, then: (i) Contractor shall not charge or 2382 or include in Maximum Rates established by Contractor the future portion of such CIF. 2383
2384 ARTICLE 11.
2385 CONTRACTOR’S COMPENSATION
2386
2387 11.1 GENERAL
2388 Contractor’s Compensation provided for in this Article shall be the full, entire and complete compensation 2389 due to Contractor for all labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, 2390 operations, profit, and all other things necessary to perform all the services in the manner required by 2391 this Agreement. Contractor’s Compensation shall include all operating costs, profit, Franchise Fees, 2392 vehicle impact fees, Pass-Through Costs, fees described in Article 10, and all costs and expenses of every 2393 kind necessary to perform all the services in the manner required by this Agreement. Costs shall reflect 2394 depreciation of vehicles, purchase of replacement Containers, and depreciation of other equipment 2395 necessary to perform all the services in the manner required by this Agreement. 2396
2397 Contractor will perform the responsibilities and duties described in this Agreement in consideration of the 2398 annual Contractor’s Compensation determined pursuant to this Article and paid to Contractor by the City. 2399 Subject to Section 11.8, City shall pay Contractor the annual Total Contractor’s Compensation less City 2400 fees (Franchise Fees) in twelve (12) monthly payments for each Rate Year. The annual Total Contractor’s 2401 Compensation determined for each Rate Year shall be fixed (with the exception of the first two (2) years 2402 of the Term) and shall not be increased to reflect any increases in costs above those anticipated by 2403 Contractor, nor decreased to reflect any decreases in costs below those anticipated by Contractor. 2404
City Council/RSA Agenda 548 Tuesday, May 27, 2025
-53 - City of Union City
Tri-CED Franchise Agreement
2405
2406 11.2 CONTRACTOR’S COMPENSATION
2407
2408 Total Contractor’s Compensation for Rate Year 21 commencing July 1, 2025 and ending June 30, 2026 is 2409 presented in Exhibit G and was determined by Contractor and City through a cost-based adjustment 2410 process completed concurrently with negotiations of this Agreement. For subsequent Rate Years during 2411 the Term and any Term extensions, Total Contractor’s Compensation shall be determined by Contractor 2412 and City through a index-based adjustment process as defined herein. 2413
2414
2415 11.2.1 Minde-Based Rate Adjustment Methodology.
2416 In any Rate Year 22 beginning on July 1, 2026, and for subsequent Rate Years thereafter, Contractor’s 2417 Compensation (excluding depreciation, interest and pass-through expenses) and the Maximum Rates 2418 established by Contractor shall be adjusted based on one hundred percent (100.0%) of the average change 2419 in the CPI for the 12-month period from January to December of the previous year. Therefore, the first 2420 rate adjustment, effective July 1, 2026, will be based on the percentage change in CPI for the average CPI 2421 value from January 1, 2025, through December 31, 2025, compared to the average CPI value from January 2422 1, 2024, through December 31, 2024, rounded to the nearest hundredth of a percent. The index to be 2423 used shall be the series CUSR0000SEHG, Water and Sewer and Garbage Collection Services in U.S. city 2424 average, all urban consumers, seasonally adjusted. 2425
2426 11.2.2 Annual Rate Increase Cap On Maximum Rates (Compensation Cap). 2427 In any Rate Year that the calculation of the CPI exceeds five percent (5.0%), the total adjustment for that 2428 year will equal five (5) percent. If the CPI exceeds five percent (5.0%), the amount above five percent 2429 (5.0%) shall be rolled over to the subsequent Rate Year only. If the CPI is negative (after accounting for 2430 any applicable rollover percentages from the prior year), there will be no CPI adjustment for that Rate 2431 Year and the amount below negative five percent (5.0%) shall be rolled over to the subsequent Rate Year. 2432
2433 11.3 COMPENSATION ADJUSTMENT APPLICATION
2434
2435 On or before March 1 of each year of the Term, Contractor shall deliver to City an application for its 2436 proposed adjustment to compensation and Maximum Rates for the subsequent Rate Year (the 2437 “Compensation Adjustment Application”). The Compensation Adjustment Application shall be in a format 2438 as may be mutually agreed on between the City and Contractor and must contain or be accompanied by 2439 Contractor’s adjustment calculations for the specific services performed under this Agreement during the 2440 preceding Rate Year in Microsoft Excel or another electronic format acceptable to the City. Contractor 2441 shall be solely responsible for the cost of preparing the Compensation Adjustment Application. 2442
2443 A. City Review of Application. The Contractor’s Compensation Adjustment Application and 2444 associated Maximum Rates established by Contractor shall be reviewed by the City in a timely manner. 2445 The City Council shall consider and make a decision on Contractor’s Compensation Application and 2446 proposed Maximum Rates. The City Council shall act in good faith to consider and approve such 2447 compensation adjustments and Maximum Rates established by Contractor by commencement date of the 2448 Rate Year. The adjusted Maximum Rates shall not take effect until the City Council has approved such 2449 Maximum Rates.
2450
City Council/RSA Agenda 549 Tuesday, May 27, 2025
-54 - City of Union City
Tri-CED Franchise Agreement
2451 B. Corrections. In the event the City determines the Compensation Adjustment Application or 2452 Maximum Rates established by Contractor contain substantial errors or omissions, Contractor shall, at its 2453 sole cost, provide a corrected report to the City. A corrected report submitted after April 1 shall be treated 2454 as a late report.
2455 1. Late Report. If Contractor fails to submit the Compensation Adjustment Application 2456 and Maximum Rates by April 1, the City may: (1) accept and consider the late Compensation Adjustment 2457 Application if the City, in its sole and reasonable discretion, deems there is sufficient time to review and 2458 approve the proposed adjustment in time for it to be implemented on July 1; or (2) accept and consider 2459 the late Compensation Adjustment Application at its earliest convenience, in which case any approved 2460 rate adjustment shall only go into effect prospectively thirty (30) days after the City’s approval. In no event 2461 shall Contractor request that the City apply any rate adjustment retroactively. 2462
2463 2. No Report. If Contractor fails to provide any Compensation Adjustment Application, 2464 the Maximum Rates shall remain unchanged for the next Rate Year. 2465
2466 C. City Approval. If Contractor provides a timely Compensation Adjustment Application and 2467 Maximum Rates, the City Manager shall notify Contractor on or before May 1 whether the City has 2468 approved the requested adjustments to the compensation and Maximum Rates for the next Rate Year. 2469 Approval of the City Council shall be required for any requested compensation adjustment of more than 2470 five percent (5%), which shall only be permitted pursuant to Section 11.6 (Extraordinary Compensation 2471 Adjustments) below. The City Manager may approve all other requests or refer them to the City Council 2472 at his or her discretion.
2473
2474 E. Contractor Payment for CPI review. If the City determines that Contractor has made substantial 2475 errors and has not properly submitted or correctly calculated the CPI adjustment, the City may charge 2476 costs up to Fifteen Thousand ($15,000) to conduct a second review and analysis. This payment amount 2477 shall increase annually by the CPI Adjustment Calculation described in this Section. 2478
2479 11.3.1 Recycling Processing Expense Deduction. For Rate Year 23 (FY 2027-2028), Contractor shall 2480 reduce the Recycling Processing Expense delineated in Contractor’s Compensation Adjustment 2481 Application by thirteen and one-tenth percent (13.1%) and this deduction shall reset Contractor’s 2482 Recycling Processing expense included in its Compensation Adjustment Application for the duration of the 2483 Term.
2484
2485 In the event Contractor is awarded grant funds for expenses related to the Approved Recyclable Materials 2486 Processing Facility, Contractor agrees to reduce its Recycling Processing Expense included in Contractor’s 2487 Compensation commensurate with the amount of grant funds awarded. The parties agree that the 2488 Recycling Processing Expense reduction shall be accomplished by deducting the City’s proportional share 2489 of depreciation and interest associated with Contractor’s costs to purchase and install new materials 2490 recovery facility processing equipment. This deduction will be made by reducing Total Contractor’s 2491 Compensation before City Fees by the total amount of depreciation and interest attributable to the award 2492 of grant funds for the processing equipment.
2493
2494 11.3.2 Bad Debt Risk Sharing. For Rate Years 21 and 22, the initial two (2) years of this Agreement, 2495 Contractor shall equitably share the risk associated with Bad Debt, and Contractor willfully acknowledges 2496 and accepts that said risk may result in a reduction in Contractor’s Compensation calculated in 2497 Contractor’s Compensation Application. The sharing of Bad Debt or reduction in Contractor’s 2498 Compensation resulting from Bad-Debt accrued for the initial two (2) Rate Years of this Agreement shall City Council/RSA Agenda 550 Tuesday, May 27, 2025
-55 - City of Union City
Tri-CED Franchise Agreement
2499 be included as a pass-through expense (reduction) in Contractor’s Compensation Adjustment Application. 2500 An example of the Bad Debt Risk Sharing calculations that shall be applied each Rate Year is provided as 2501 Exhibit N. The City shall administer the Bad Debt Escalation Plan (included in Exhibit M) included in Solid 2502 Waste Contractor’s Franchise Agreement with the City in an effort to ensure Customer Bad Debt is 2503 minimized to the furthest extent feasible.
2504
2505 11.3.3 Contractor’s Actual Cost
2506 If Contractor’s actual costs are less than Contractor’s Compensation for a particular Rate Year, Contractor 2507 shall retain the difference; however, Contractor shall not be entitled to an increase in Contractor’s 2508 Compensation to account for actual costs being more than Contractor’s Compensation. 2509
2510 11.4 EXTRAORDINARY COMPENSATION ADJUSTMENT OVERVIEW 2511 If the City directs the Contractor to change its operations in accordance with Sections 4.5 and 6.1.D, or if 2512 an extraordinary or unanticipated event occurs including a Change in Law, and such event materially 2513 affects Contractor’s Compensation, then the Contractor or the City may submit a request for an interim 2514 Compensation adjustment. In such case, Contractor shall prepare an application for an adjustment to 2515 Contractor’s Compensation in accordance with Section 11.3.2, unless otherwise agreed to by the City. The 2516 adjustment application shall clearly document the reason for the proposed adjustment, calculation of the 2517 proposed cost adjustments, and supporting documentation. For the purposes of analyzing cost impacts 2518 of changes in scope, the Contractor’s profit shall be calculated using an operating ratio of 93.0% of actual 2519 reasonable and necessary costs net of Pass-Through Costs. For the purposes of this Section, cyclical 2520 fluctuations in the market price or supply and demand of Recyclable Materials, periodic strikes, 2521 transportation issues, and other reasonably foreseeable events will not be deemed an extraordinary or 2522 unanticipated event. If such events occur during the term of this Agreement, Contractor shall be solely 2523 responsible for mitigating any potential economic impacts and shall not look to the City for compensation 2524 adjustments.
2525
2526 11.4.1 Extraordinary Compensation Adjustment
2527
2528 A. Contractor and City acknowledge that there may be infrequent extraordinary events, including 2529 Change in Law, which, although they do not prevent either party from performing, and thus do 2530 not implicate the force majeure provisions hereof, nevertheless increase the cost of providing 2531 services above the maximum compensation articulated in Section 11.3. The obligation of the 2532 Parties in such event is to act reasonably toward each other in arriving at an appropriate 2533 adjustment in rates. Accordingly, either Contractor or City may proceed not more frequently than 2534 twice by either Party during the Term for an extraordinary compensation adjustment should an 2535 event or circumstance arise which negatively impacts the economic operation of Contractor or 2536 impacts the City and which is in excess of the compensation adjustment resulting from the 2537 application of Section 11.3. An Extraordinary Compensation Adjustment in Contractor’s 2538 Compensation and Maximum Rates will be deemed justified if it is necessary for the Contractor 2539 to make a substantial change in its operations, or substantial capital expenditure or investment 2540 to perform its obligations under this Agreement due to the occurrence of an event or 2541 circumstance which is beyond the reasonable control of Contractor. An Extraordinary 2542 Compensation Adjustment in rates will be deemed justified if it is necessary for the City due to 2543 circumstances, events or other rationale determined by the sole discretion of City. Extraordinary 2544 rate adjustments shall only be effective after approval by the City Council. 2545
City Council/RSA Agenda 551 Tuesday, May 27, 2025
-56 - City of Union City
Tri-CED Franchise Agreement
2546 The Contractor is entitled to apply to the City for consideration of an Extraordinary Compensation 2547 Adjustment or City may initiate such a review, should such occurrence have a material effect of 2548 one percent (1.0%) or more annually on the Contractor’s Compensation for the then-current Rate 2549 Year.
2550
2551 B. Review of Costs. If the Contractor or the City requests an Extraordinary Compensation 2552 Adjustment, the City shall have the right to review any or all financial and operating records of 2553 Contractor and related-party entities.
2554
2555 C. Submittal of Request. If the Contractor is requesting an Extraordinary Compensation Adjustment, 2556 the Contractor must submit its request for a special review of cost and operational data, in a form 2557 and manner specified by the City, at least six months before the proposed effective date of any 2558 compensation adjustment. The City may waive the six-month submittal requirement if the reason 2559 for the special compensation review is a Change in Law that will become effective in less than a 2560 six-month period.
2561
2562 If City is requesting an Extraordinary Compensation Adjustment, the City shall notify the 2563 Contractor at least seven months before the proposed effective date of any adjustment to 2564 Maximum Rates. Upon such notification, Contractor shall, within thirty (30) calendar days, submit 2565 reasonable cost and operational data as requested by the City, in a form and manner specified by 2566 the City.
2567
2568 A request for an Extraordinary Compensation Adjustment shall include a proposal on whether the 2569 compensation adjustment resulting from the review shall be an adjustment in addition to or in 2570 lieu of the annual compensation adjustment.
2571
2572 D. Burden of Justification. In the event of such an application for an extraordinary compensation 2573 and rate increase, it is understood that the Contractor shall have the burden of demonstrating to 2574 the reasonable satisfaction of the City the basis for the extraordinary increased cost. Contractor 2575 shall bear the burden of justifying its request and shall be solely responsible for the cost of 2576 preparing and submitting sufficient documentation in support of its request. City in its sole 2577 reasonable discretion may request Contractor to provide any additional information it deems 2578 necessary to fully evaluate the request, and Contractor shall be solely responsible for the cost of 2579 providing such additional information. Contractor shall allow City to review a report of its annual 2580 revenues and expenses for the services provided in the City. City shall have the right to review 2581 this information in connection with the City’s review of Contractor’s extraordinary rate 2582 adjustment request. With respect to any financial statements or any other information Contractor 2583 specifically designates as non-public information (“Confidential Information”), City agrees that, 2584 except as otherwise set forth in this Section: (a) it will hold in confidence all Confidential 2585 Information; (b) it will restrict the disclosure of Confidential Information within its own 2586 organization and to its agents or representatives who need to know the Confidential Information 2587 for the purposes of the request; (c) it will not disclose Confidential Information to any third party 2588 without the prior written consent of the Contractor; (d) it will not copy or reproduce any written 2589 or electronically stored Confidential Information without the prior written approval of the 2590 Contractor; and (e) it will not use Confidential Information except as required for consideration 2591 of the request. City may consider increases or decreases in Contractor’s total revenues and total 2592 cost of services when reviewing an extraordinary rate adjustment request. Notwithstanding any 2593 other provision in this Section, the City will inform the Contractor upon receiving a California City Council/RSA Agenda 552 Tuesday, May 27, 2025
-57 - City of Union City
Tri-CED Franchise Agreement
2594 Public Records Act request or a subpoena for any Confidential Information by written notice 2595 delivered to the Contractor (“Notice”). The Contractor will have five (5) days from the date of the 2596 Notice to inform the City in writing of its intent to assert its confidentiality rights under this 2597 Agreement. The Contractor will then have fifteen (15) days from the date of the Notice to seek 2598 and obtain a court order or other judicial ruling to prevent the disclosure of the Confidential 2599 Information. If the Contractor fails to act within the five (5) or fifteen (15) day windows described 2600 above, the City may disclose the requested Confidential Information to the requestor or 2601 subpoenaing party. In the event Contractor seeks a court order to stay or enjoin the disclosure of 2602 the Records, Contractor agrees to indemnify and hold harmless the City, its Council, elected and 2603 appointed board or commission members, officers, employees, volunteers, and agents 2604 (collectively, "Indemnities") from and against any and all loss, liability, penalty, forfeiture, claim, 2605 demand, action, proceeding, or suit in law or equity of any and every kind and description, 2606 whether judicial, quasi-judicial, or administrative in nature, arising or resulting from or in any way 2607 connected with the subject of a CPRA, FOIA request, or subpoena for the Confidential Records. 2608 For the purposes of this Section, “Records” shall mean records created or maintained by 2609 Contractor in accordance with this Agreement, including those records that may include financial 2610 statements or Confidential Information of Contractor. Contractor’s indemnity obligation shall 2611 survive the expiration or termination of this Agreement. Contractor shall bear the burden of 2612 justifying to the City by substantial evidence any entitlement to current, as well as increased, 2613 Maximum Rates under this Section 11.4. If the City determines that the Contractor has not met 2614 its burden, the Contractor may request one hearing to produce additional evidence. Upon such 2615 request, the City shall permit said additional hearing. In the event the City denies Contractor’s 2616 request, Contractor shall have the right to present its claim in a court of competent jurisdiction. 2617
2618 E. Grant of Request. City shall review the Contractor’s request and, in the City’s sole and reasonable 2619 judgment, make the final determination as to whether an adjustment to the Contractor 2620 Compensation will be made, and, if an adjustment is permitted, the appropriate amount of the 2621 adjustment. Approval of the City Council shall be required for any Extraordinary Compensation 2622 Adjustments. The City shall notify Contractor of its decision within ninety (90) calendar days 2623 regarding whether it accepts Contractor’s request. Except as provided herein, any such change 2624 approved by the City shall not be implemented until July 1 of the next Rate Year unless a different 2625 timeframe is approved by the City Council. Based on evidence the Contractor submits, the City 2626 Council may grant some, all, or none of the requested increase and approve adjusted Maximum 2627 Rates.
2628
2629 Compensation. The Party requesting the Extraordinary Compensation Adjustment shall bear all 2630 reasonable costs of both Parties for participating in such review up to a maximum of twenty-five 2631 thousand dollars ($25,000) per Party and such costs shall not be reimbursed through Rates 2632 charged customers. If an Extraordinary Compensation Adjustment occurs in response to a City2633 directed change in scope or City-initiated changes to the amount of the Franchise Fee or other 2634 fees, the City shall be considered the Party requesting the special Rate review. 2635
2636 11.5 PAYMENT OF CONTRACTOR’S COMPENSATION
2637 A. City shall remit to Contractor its compensation based on the actual amount of Contractor’s Rate 2638 Revenue received from Solid Waste Contractor’s quarterly billing of Customers, excluding City 2639 fees included in Rates established by Contractor. The Parties acknowledge and understand that 2640 Rate Revenue received monthly from Solid Waste Contractor shall fluctuate due to various City Council/RSA Agenda 553 Tuesday, May 27, 2025
-58 - City of Union City
Tri-CED Franchise Agreement
2641 factors. The Parties further acknowledge and anticipate that quarterly Rate Revenue received 2642 from Solid Waste Contractor shall be the highest of each month per quarter during the first 2643 month of each quarter and then be less the subsequent two (2) months of the quarter. 2644
2645 B. Irrespective of the amount of Contractor’s Rate Revenue received by City monthly from Solid Waste 2646 Contractor’s billings, Contractor’s Compensation shall be paid based on a fixed amount the first two 2647 (2) months of each quarter and then payment for the third month of each quarter shall be 2648 reconciled or adjusted to reflect the total amount of actual Contractor’s Rate Revenue received by 2649 City for that quarter. The fixed amount remitted to Contractor by City for the first two (2) months of 2650 each quarter shall be equal to one-twelfth of Total Contractor’s Compensation for that Rate Year. 2651 The compensation remitted to Contractor by City for the third month of each quarter shall be 2652 adjusted to reflect the actual Contractor’s Rate Revenues received by City from Solid Waste 2653 Contractor for that quarter. The Parties acknowledge that the compensation remitted to Contractor 2654 by City for the third month of each quarter shall be adjusted to account for the accrual of Bad Debt 2655 for that quarter that is attributable to Contractor’s Rate Revenue received by City from Solid Waste 2656 Contractor for Rates established by Contractor. Upon request by Contractor, City shall provide 2657 timely all revenue and billing related documentation received from Solid Waste Contractor. 2658
2659 C. Total Contractor’s Compensation shall be paid in monthly installments as prescribed in Section 2660 11.5.B and shall be increased or decreased annually in Contractor’s Compensation Application 2661 pursuant to the Bad Debt Cost Sharing model prescribed in Exhibit N. For Rate Year 21 and Rate 2662 Year 22, Total Contractor’s Compensation paid monthly to Contractor shall initially (at the onset of 2663 the Rate Year) be increased by the amount of prospective Bad Debt included to Contractor’s 2664 Compensation. For Rate Year 23 through Rate Year 30, Total Contractor’s Compensation paid 2665 monthly to Contractor shall include the accrual in arrears of Bad Debt from the prior Rate Year. The 2666 prior Rate Year’s accrual in arrears of Bad Debt shall be included in Contractor’s Compensation 2667 Adjustment Application for the following Rate Year. 2668
2669 D. In the event the City determines that Contractor is in default of this Agreement, and Contractor has 2670 not properly cured the default in accordance with Article 13, then the City reserves the right, in its 2671 sole and reasonable discretion, to cancel and forego any further monthly payments of Contractor’s 2672 Compensation that were otherwise payable under this Article. The City’s right to cancel and forego 2673 any future monthly payments of Contractor’s Compensation upon failure to cure a validated default, 2674 shall constitute a portion of the Performance Security requirements of the City for this Agreement 2675 as set forth in Section 12.3.
2676
2677 11.6 DISCOUNTED RATES
2678
2679 A. Low Income (Life-Line) Rates. Contractor shall provide Recyclable Materials Collection at a Rate 2680 that is fifteen (15.0%) less than the Rate it charges other Customers for comparable level of service 2681 for eligible, low income subscribers demonstrating that they receive assistance under PG&E's 2682 California Alternate Rates for Energy (“CARE”) ratepayer assistance program. Contractor shall City Council/RSA Agenda 554 Tuesday, May 27, 2025
-59 - City of Union City
Tri-CED Franchise Agreement
2683 determine who is eligible for this Rate. Contractor shall require that life-line Customers submit 2684 applications annually to Contractor, and Contractor shall verify continued eligibility each year by 2685 review of applications. The Contractor’s Life-Line Rate shall not exceed the Maximum Rate 2686 approved by the City.
2687
2688 C. Senior Rates. Contractor shall bill Customers whose heads of household qualify as Seniors 2689 (meaning that they are 65 or more years of age) at a Rate that is fifteen percent (15.0%) less than 2690 the Rate it charges other Customers for comparable level of service. Contractor shall verify 2691 Customer’s eligibility for the Senior discount using driver’s license or birth certificate. Contractor 2692 shall require that Customers with Senior discounts submit verification of eligibility every two (2) 2693 years to Contractor for review.
2694
2695 Discounted rates eligibility requirements are only intended to apply to current residents of the 2696 Dwelling.
2697
2698 ARTICLE 12.
2699 INDEMNITY, INSURANCE, AND
2700 PERFORMANCE ASSURANCE
2701
2702 12.1 INDEMNIFICATION
2703 Contractor shall indemnify, defend with counsel acceptable to the City, and hold harmless (to the 2704 full extent permitted by law) the City and its City Council, officers, officials, employees, volunteers, 2705 and agents from and against any and all claims, liability, loss, injuries, damage, expense, and costs 2706 (including without limitation costs and fees of litigation) (collectively, “Damages”) of every nature 2707 arising out of or in connection with Contractor’s performance under this agreement, or its failure 2708 to comply with any of its obligations contained in the agreement, except such loss or damage 2709 which was caused by the sole negligence or willful misconduct of the City. 2710
2711 Contractor’s duty to defend and indemnify herein shall include Damages arising from or 2712 attributable to any operations, repairs, clean-up or detoxification, or other plan (regardless of 2713 whether undertaken due to governmental action) concerning any Hazardous Substance or 2714 Hazardous Waste Collected in the City. Notwithstanding the foregoing, Contractor shall not be 2715 required to indemnify the City for the costs for any claims arising from the Disposal of Residue at 2716 the Designated Transfer Station or Disposal site, including, but not limited to, claims arising under 2717 the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) unless 2718 such claim is a direct result of Contractor’s actions or negligence. The foregoing is intended to 2719 operate to defend and indemnify and hold harmless indemnitees to the full extent permitted for 2720 liability pursuant to ‘107(e) of CERCLA, 42 U.S.C. ‘9607(e) and California Health and Safety Code 2721 ‘25364.
2722
2723 In addition, Contractor’s duty to defend and indemnify herein includes all fines and/or penalties 2724 imposed by the California Department of Resources Recycling and Recovery (CalRecycle), subject 2725 to the restrictions set forth in Public Resources Code Section 40059.1, if the requirements of AB 2726 939, AB 341, AB 1826, AB 1594, and the Alameda County Waste Management Authority 2727 Mandatory Recycling Ordinance 2012-01 are not met by the Contractor with respect to the 2728 Recyclable Materials Collected under this Agreement, and such failure is (i) due to the failure of City Council/RSA Agenda 555 Tuesday, May 27, 2025
-60 - City of Union City
Tri-CED Franchise Agreement
2729 Contractor to meet its obligations under this Agreement, or (ii) due to Contractor delays in 2730 providing information that prevents Contractor or City from submitting reports required by AB 2731 939, AB 341, AB 1826, AB 1594, and the Alameda County Mandatory Commercial Recycling 2732 Ordinance 2012-01 in a timely manner.
2733
2734 Providing City complies with all Applicable Laws concerning the setting of Maximum Rates 2735 established by Contractor under this Agreement, as such laws are interpreted, on the Effective 2736 Date, to apply to City, Contractor shall defend the City with counsel reasonably acceptable to the 2737 City, indemnify and hold the City harmless from any and all litigation and claims, damages and 2738 liabilities arising from the City’s approval of Maximum Rates established by Contractor for service 2739 under this Agreement or in connection with the application of California Constitution, Article XIIIC 2740 and Article XIIID to the imposition, payment or collection of Rates directly related to services 2741 provided by Contractor under this Agreement. Notwithstanding the above, this indemnity is not 2742 intended to, and shall not extend to any addition to or increase in Rates that are not associated 2743 with the charges by the Contractor for providing service under this Agreement, including but not 2744 limited to, Franchise Fees and governmental fees and charges. 2745
2746 The City shall not be in default of this Agreement, if it is determined by a court of competent 2747 jurisdiction that it lacks the authority to set Maximum Rates established by Contractor and/or 2748 increase Maximum Rates established by Contractor for charges related to providing service, 2749 pursuant to this Agreement. Should a court of competent jurisdiction determine that the City 2750 lacks authority to set and/or increase Maximum Rates established by Contractor for charges 2751 related to Franchise Fees and governmental fees and charges then Contractor shall reduce the 2752 Rates it charges customers a corresponding amount, providing said fees, Rates and/or charges 2753 disallowed by the court are not related to the cost of providing service hereunder and had been 2754 incorporated in the Rates charged by Contractor to its customers. 2755
2756 Nothing herein is intended to imply that California Constitution, Articles XIIIC or XIIID, apply to the 2757 setting of Maximum Rates for the services provided under this Agreement; rather this Section is 2758 provided merely to allocate risk of loss as between the Parties. 2759
2760 Contractor’s duty to defend and indemnify herein shall include its obligation related to excess 2761 Residue Level and Contamination Level pursuant to Section 6.1.E and Section 6.1.F. 2762
2763 In addition, Contractor’s duty to defend and indemnify herein shall include Damages arising from 2764 or related to the City’s request to remove or reassign any employee pursuant to Section 8.5. 2765
2766 This provision shall survive the expiration or earlier termination of this Agreement and shall not 2767 be construed as a waiver of rights by City to contribution or indemnity from third parties. 2768
2769 Contractor’s Guaranty Agreement shall extend to the indemnification obligation hereunder. 2770
2771 In addition, Contractor’s duty to defend and indemnify herein includes Damages from the City 2772 approving Maximum Rates established by Contractor for service under this Agreement or in 2773 connection with the application of Article XIIIC and Article XIID of the California Constitution 2774 (Proposition 218) to the imposition, payment, or collection of rates and fees for services provided 2775 by Contractor under this Agreement. However, nothing herein is intended to imply that California City Council/RSA Agenda 556 Tuesday, May 27, 2025
-61 - City of Union City
Tri-CED Franchise Agreement
2776 Constitution, Articles XIIIC or XIIID, apply to the setting of Maximum Rates established by 2777 Contractor for the services provided under this Agreement. 2778
2779 This Section 12.1 will survive the expiration or earlier termination of this Agreement and shall not 2780 be construed as a waiver of rights by City to contribution or indemnity from third parties. 2781
2782 12.2 PROPOSITION 218 RELEASE
2783
2784 City intends to comply with all Applicable Law concerning the Contractor’s Compensation 2785 provided under this Agreement. Upon thorough analysis, the parties have made a good faith 2786 determination that the Contractor’s Compensation for the Solid Waste Collection provided under 2787 this Agreement are not subject to California Constitution Articles XIIIC and XIIID because, among 2788 other reasons, such services are provided by a private corporation and not by City, Contractor 2789 independently establishes the Maximum Rates for services within the limits established in this 2790 Agreement, the receipt of services is voluntary and not required of any property within City, and 2791 any owner or Customer of property within City has the opportunity to avoid the services available 2792 under this Agreement either through Self-Hauling or use of property in such a manner that 2793 Recyclable Material is not generated. Accordingly, in the event that a third party challenges the 2794 Contractor’s Compensations and Maximum Rates established by Contractor as being in violation 2795 of Article XIIIC or XIIID of the California Constitution, or otherwise asserts that the Contractor’s 2796 Compensations are an invalid tax, assessment, or fee, Contractor agrees to waive, release, hold 2797 harmless, and defend the City Indemnitees from and against any and all claims Contractor may 2798 have against the City Indemnitees resulting therefrom, 2799
2800 Notwithstanding the above, this section is not intended to, and shall not extend to any addition 2801 to or increase in Maximum Rates established by Contractor that are not associated with the 2802 charges by Contractor for providing service under this Agreement, including but not limited to, 2803 Franchise Fees and governmental fees or charges.
2804
2805 This Section will survive the expiration or termination of this Agreement for claims arising prior to 2806 the expiration or termination of this Agreement.
2807
2808 12.2 INSURANCE
2809
2810 12.2.1 Minimum Scope of Insurance
2811
2812 Coverage shall be at least as broad as:
2813
2814 A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and 2815 Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General 2816 Liability; or Insurance Services Office Commercial General Liability coverage (“occurrence” form 2817 CG 0001).
2818
2819 B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 “any auto”, 2820 and endorsement CA 0025.
2821
City Council/RSA Agenda 557 Tuesday, May 27, 2025
-62 - City of Union City
Tri-CED Franchise Agreement
2822 C. Workers’ Compensation insurance as required by the Labor Code of the State of California and 2823 Employers Liability insurance.
2824
2825 12.2.2 Minimum Limits of Insurance
2826 Providing coverage is commercially available, Contractor shall maintain limits no less than:
2827
2828 A. Comprehensive General Liability: $7,000,000 combined single limit per occurrence for bodily 2829 injury, personal injury, and property damage.
2830
2831 B. Automobile Liability: $7,000,000 combined single limit per accident for bodily injury and property 2832 damage.
2833
2834 C. Workers’ Compensation and Employers Liability: Workers’ compensation limits as required by the 2835 Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 2836
2837 D. Environmental Impairment Liability: $3,000,000 each occurrence for liability arising from the 2838 release of waste materials and/or irritants, contaminants or pollutants. Environmental 2839 Impairment Liability will include coverage for all operations of Contractor and include all owned 2840 landfills, waste Disposal sites, transfer stations, Processing Sites, and Collection operations 2841 facilities (including vehicle parking and maintenance facilities). Such coverage shall, if 2842 commercially available without involvement of the City, automatically broaden in its form of 2843 coverage to include legislated changes in the definition of waste material and/or irritants, 2844 contaminants or pollutants. The Environmental Liability policy shall contain the same 2845 endorsements as required for Comprehensive General Liability. 2846
2847 12.2.3 Deductibles and Self-Insured Retentions
2848 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option 2849 of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as 2850 respects the City, its officials and employees; or the Contractor shall procure a bond guaranteeing 2851 payment of losses and related investigations, claim administration and defense expenses. 2852
2853 12.2.4 Other Insurance Provisions
2854 The policies are to contain, or be endorsed to contain, the following provisions:
2855
2856 A. General Liability and Automobile Liability Coverages 2857
2858 1. The City is to be covered as an additional insured as respects: liability arising out of 2859 activities performed by or on behalf of the Contractor; products and completed 2860 operations of the Contractor; premises owned, leased or used by the Contractor; or 2861 automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall 2862 contain no special limitations on the scope of protection afforded to the City, its officials, 2863 employees, or volunteers.
2864
2865 2. The Contractor’s insurance coverage shall be primary insurance as respects the City, its 2866 officials, employees, and volunteers. Any insurance or self-insurance maintained by the 2867 City, its officials, employees, or volunteers shall be excess of the Contractor’s insurance 2868 and shall not contribute with it.
2869
City Council/RSA Agenda 558 Tuesday, May 27, 2025
-63 - City of Union City
Tri-CED Franchise Agreement
2870 3. Any failure to comply with reporting provisions of the policies shall not affect coverage 2871 provided to the City, its officials, employees, or volunteers. 2872
2873 4. Coverage shall state that the Contractor’s insurance shall apply separately to each insured 2874 against whom claim is made or suit is brought, except with respect to the limits of the 2875 insurer’s liability.
2876
2877 B. Workers’ Compensation and Employers Liability Coverage. The insurer shall agree to waive all 2878 rights of subrogation against the City, its officers, employees, and volunteers for losses arising 2879 from work performed by the Contractor for the City. 2880
2881 C. All Coverages. Each insurance policy required by this clause shall be endorsed to state that 2882 coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits 2883 except after 30 calendar days’ prior written notice by certified mail, return receipt requested, has 2884 been given to the City.
2885
2886 12.2.5 Acceptability of Insurers
2887 The insurance policies required by this Section shall be issued by an insurance company or companies 2888 authorized to do business in the State of California and with a rating in the most recent edition of Best’s 2889 Insurance Reports of size category VII or larger and a rating classification of A or better, providing 2890 insurance by such a company is commercially available. 2891
2892 12.2.6 Verification of Coverage
2893 Contractor shall furnish Contractor’s insurance agent a copy of these specifications, and direct the agent 2894 to provide the City with certificates of insurance and with original endorsements affecting coverage 2895 required by this clause. Issuance of documentation indicates the Contractor’s insurance complies with 2896 these provisions. The certificates and endorsements for each insurance policy are to be signed by a Person 2897 authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be 2898 received and approved by the City before work commences. The City may require complete, certified 2899 copies of all required insurance policies, at any time. 2900
2901 12.2.7 Required Endorsements
2902
2903 A. The City, its Councilmembers, directors, officers, employees, agents and volunteers are to be 2904 covered as additional insureds with respect to liability arising out of automobiles owned, leased, 2905 hired or borrowed by or on behalf of Contractor; products and completed operations of 2906 Contractor; liability arising out of work or operations performed by or on behalf of Contractor, 2907 including material parts or equipment furnished in connection with such work or operations; and 2908 with respect to Environmental Impairment Liability. The City requires form CG2010 1185 for each 2909 additional insured endorsement.
2910
2911 B. The Workers’ Compensation policy shall contain an endorsement in substantially the following 2912 form:
2913
2914 “Thirty calendar days’ prior written notice shall be given to the City of Union City in the event of 2915 cancellation, reduction in coverage, or non-renewal of this policy. Such notice shall be sent to:
2916
2917 City Clerk
City Council/RSA Agenda 559 Tuesday, May 27, 2025
-64 - City of Union City
Tri-CED Franchise Agreement
2918 City of Union City
2919 34009 Alvarado-Niles Road
2920 Union City, CA 94587
2921
2922 C. The Comprehensive General Liability and Automobile Liability policies shall contain endorsements 2923 in substantially the following form:
2924
2925 1. “Thirty (30) calendar days’ prior written notice shall be given to the City of Union City in 2926 the event of cancellation, reduction in coverage, or non-renewal of this policy. Such 2927 notice shall be sent to:
2928
2929 City Clerk
2930 City of Union City
2931 34009 Alvarado-Niles Road
2932 Union City, CA 94587
2933
2934
2935 2. “This policy shall be considered primary insurance as respects any other valid and 2936 collectible insurance maintained by the City of Union City, including any self-insured 2937 retention or program of self-insurance, and any other such insurance shall be considered 2938 excess insurance only.”
2939
2940 3. “Inclusion of the City of Union City as an insured shall not affect the City’s rights as 2941 respects any claim, demand, suit or judgment brought or recovered against the 2942 Contractor. This policy shall protect Contractor and the City in the same manner as 2943 though a separate policy had been issued to each, but this shall not operate to increase 2944 the Contractor’s liability as set forth in the policy beyond the amount shown or to which 2945 the Contractor would have been liable if only one party had been named as an insured.” 2946
2947 12.2.8 Delivery of Proof of Coverage
2948 Simultaneously with the execution of this Agreement, Contractor shall furnish the City certificates of each 2949 policy of insurance required hereunder, in form and substance satisfactory to City. Such certificates shall 2950 show the type and amount of coverage, effective dates and dates of expiration of policies and shall have 2951 all required endorsements. If the City requests, copies of each policy, together with all endorsements, 2952 shall also be promptly delivered to City.
2953
2954 Renewal certificates will be furnished periodically to City to demonstrate maintenance of the required 2955 coverages throughout the Term.
2956
2957 12.2.9 Other Insurance Requirements
2958
2959 A. If any services are delegated to a Subcontractor, the Contractor shall require such Subcontractor 2960 to provide statutory workers’ compensation insurance and employer’s liability insurance for all of 2961 the Subcontractor’s employees engaged in the work in accordance with Section 12.2.2.C and 2962 Section 12.2.4.B. The liability insurance required by Section 12.2.2 shall cover all Subcontractors 2963 or the Subcontractor must furnish evidence of insurance provided by it meeting all of the 2964 requirements of this Section 12.2.
2965
City Council/RSA Agenda 560 Tuesday, May 27, 2025
-65 - City of Union City
Tri-CED Franchise Agreement
2966 B. The Contractor shall comply with all requirements of the insurers issuing policies. The carrying of 2967 insurance shall not relieve Contractor from any obligation under this Agreement. If any claim 2968 exceeding the amount of any deductibles or self-insured reserves is made by any third person 2969 against the Contractor or any Subcontractor on account of any occurrence related to this 2970 Agreement, the Contractor shall promptly report the facts in writing to the insurance carrier and 2971 to the City.
2972
2973 If Contractor fails to procure and maintain any insurance required by this Agreement, the City may take 2974 out and maintain, at the Contractor’s expense, such insurance as it may deem proper and deduct the cost 2975 thereof from any monies due the Contractor.
2976
2977 The Comprehensive General and Automobile Liability insurance required by Sections 12.2.2 and 12.2.4.A 2978 shall be written on an “occurrence,” rather than a “claims made” basis, if such coverage is obtainable. If 2979 it is not obtainable, Contractor must arrange for a 36 month “tail coverage” to protect the City from claims 2980 filed after the expiration or termination of this Agreement relating to incidents which occurred prior to 2981 such expiration or termination.
2982
2983 12.3 PERFORMANCE SECURITY
2984 To guarantee the timely and full performance of Contractor’s obligations under this Agreement, including 2985 Contractor’s indemnification obligations, Contractor shall provide the performance security prescribed in 2986 this section. The performance security shall be comprised of two (2) separate and distinct financial 2987 instruments in lieu of a performance bond, and shall include a Certificate of Deposit and a Letter of Credit. 2988
2989 A. Certificate of Deposit. On or before the Effective Date of this Agreement, Contractor shall 2990 place cash into a Certificate of Deposit (CD) with a local bank as a direct substitute for a 2991 performance bond but acting in the same manner therein. The CD shall be owned by the 2992 Contractor, with accrued interest payable to the Contractor on a monthly basis, but the CD 2993 shall be under the direct control of and payable to the City without any approval from the 2994 Contractor required upon the default of this agreement, the default terms of which are 2995 specified elsewhere in this Agreement. The CD shall in-part secure the Contractor’s faithful 2996 performance of its obligations under this Agreement and such CD shall be renewed annually 2997 if necessary so that the performance CD is maintained at all times during the Term. The 2998 principal sum of the CD shall be Two Hundred Thousand Dollars ($200,000). The CD shall be 2999 held by a financial institution authorized to issue CD’s in the State of California, with a financial 3000 condition and record of service satisfactory to the City. The Certificate of Deposit is included 3001 in Exhibit K.
3002
3003 B. Letter of Credit. On or before the Effective Date of this Agreement, Contractor shall produce 3004 an executed Letter of Credit (LC) with a local bank as a direct substitute for a performance 3005 bond but acting in the same manner therein. The LC shall be under the direct control of and 3006 payable to the City without any approval from the Contractor required upon the default of 3007 this Agreement, the default terms of which are specified elsewhere in this Agreement. The 3008 LC shall in-part secure the Contractor’s faithful performance of its obligations under this 3009 Agreement and such LC shall be renewed annually if necessary so that the performance LC is 3010 maintained at all times during the Term. The principal sum of the LC shall be Four Hundred 3011 Thousand Dollars ($400,000). The LC shall be issued by a financial institution authorized to 3012 issue LC’s in the State of California, with a financial condition and record of service satisfactory City Council/RSA Agenda 561 Tuesday, May 27, 2025
-66 - City of Union City
Tri-CED Franchise Agreement
3013 to the City. The Letter of Credit is included in Exhibit K in addition to the aforementioned 3014 Certificate of Deposit.
3015
3016 B. Pursuant to and in accordance with Section 11.5.D, the City reserves the right to cancel and forego 3017 monthly payments of Contractor’s Compensation.
3018
3019
3020 ARTICLE 13.
3021 DEFAULT AND REMEDIES
3022
3023 13.1 EVENTS OF DEFAULT
3024 Each of the following shall constitute an event of default (“Event of Default”) hereunder:
3025
3026 A. Contractor fails to perform its obligations under this Agreement, or future amendment to this 3027 Agreement, and: (i) if the failure or refusal has created an imminent threat to public health and is 3028 not cured within two Business Days after receiving notice from the City specifying the breach; or 3029 (ii) in the case of any other breach of the Agreement, the breach continues for more than 30 3030 calendar days after written notice from the City for the correction thereof. Where such breach 3031 cannot be cured within such thirty (30) day period, Contractor shall not be in default of this 3032 Agreement if Contractor shall have commenced such action required to cure the particular breach 3033 within ten (10) calendar days after such notice, and it continues such performance diligently until 3034 completed.
3035
3036 B. Any representation, warranty, or disclosure made to City by Contractor in connection with or as 3037 an inducement to entering into this Agreement or any future amendment to this Agreement, 3038 which proves to be false or misleading in any material respect as of the time such representation 3039 or disclosure is made, whether or not any such representation, warranty, or disclosure appears as 3040 part of this Agreement;
3041
3042 C. There is a seizure or attachment (other than a pre-judgment attachment) of, or levy affecting 3043 possession on, the operating equipment of Contractor, including without limit its vehicles, 3044 maintenance or office facilities, or any part thereof of such proportion as to substantially impair 3045 Contractor’s ability to perform under this Agreement and which cannot be released, bonded, or 3046 otherwise lifted within 48 hours excluding weekends and Holidays; 3047
3048 D. Contractor files a voluntary petition for debt relief under any applicable bankruptcy, insolvency, 3049 debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment 3050 of or taking of possession by a receiver, liquidator, assignee (other than as a part of a transfer of 3051 equipment no longer useful to Contractor or necessary for this Agreement), trustee (other than 3052 as security for an obligation under a deed of trust), custodian, sequestrator (or similar official) of 3053 the Contractor for any part of Contractor’s operating assets or any substantial part of Contractor’s 3054 property, or shall make any general assignment for the benefit of Contractor’s creditors, or shall 3055 fail generally to pay Contractor’s debts as they become due or shall take any action in furtherance 3056 of any of the foregoing;
3057
City Council/RSA Agenda 562 Tuesday, May 27, 2025
-67 - City of Union City
Tri-CED Franchise Agreement
3058 E. A court having jurisdiction shall enter a decree or order for relief in respect of the Contractor, in 3059 any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now 3060 or hereafter in effect, or Contractor shall consent to or shall fail to oppose any such proceeding, 3061 or any such court shall enter a decree or order appointing a receiver, liquidator, assignee, 3062 custodian, trustee, sequestrator (or similar official) of the Contractor or for any part of the 3063 Contractor’s operating equipment or assets, or orders the winding up or liquidation of the affairs 3064 of Contractor;
3065
3066 F. Contractor fails to provide reasonable assurances of performance as required under Section 13.7. 3067
3068 13.2 RIGHT TO TERMINATE UPON DEFAULT
3069 Upon a default by Contractor, the City may terminate this Agreement within ten (10) calendar days of the 3070 default but no later than one-hundred and eighty (180) calendar days after the default. Such termination 3071 shall be effective ten (10) calendar days following the City’s written notice to Contractor, and such 3072 termination shall be effective without the need for any hearing, suit, or legal action. 3073
3074 13.3 RIGHT TO CANCEL AND FOREGO MONTHLY PAYMENTS AS PERFORMANCE SECURITY 3075 In accordance with Sections 11.5.D and 12.3, as additional performance security for this Agreement, the 3076 City reserves the right to cancel and forego monthly payments of Contractor’s Compensation. 3077
3078 13.4 POSSESSION OF PROPERTY UPON TERMINATION
3079 In the event of termination for default, the City shall have the right to take possession of any and all of 3080 Contractor’s land, equipment, and other property used or useful in the Collection, Transportation, 3081 Processing, and marketing of Recyclable Materials and to use such. The City shall have the right to retain 3082 the possession of such property until other suitable arrangements can be made for the provision of 3083 Recyclable Materials Collection services, which may include the award of an Agreement to another 3084 Recyclable Materials or Solid Waste hauling company. If the City retains possession thereof after the 3085 period of time for which Contractor has already been paid by City the monthly share of Contractor’s 3086 Compensation, the Contractor shall be entitled to the reasonable rental value of such property (which 3087 shall be offset against any damages due the City for the Contractor’s default). The City hereby recognizes 3088 and respects that the Contractor may have other obligations related to Contractor’s land, equipment and 3089 other property described above and shall fully compensate Contractor sufficient to meet these other 3090 obligations should the City decide to take possession of these assets. 3091
3092 Contractor shall furnish the City with immediate access to all of its business records related to its 3093 Customers and Billing of accounts for Collection services. 3094
3095 13.5 CITY’S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 3096 The City’s rights to terminate the Agreement under Section 13.2, cancel and forego monthly payments of 3097 Contractor’s Compensation under Section 13.3 as performance security, take possession of the 3098 Contractor’s properties under Section 13.4, and/or impose Liquidated Damages under Section 13.6 are 3099 not exclusive and shall not constitute an election of remedies. Instead, these rights shall be in addition to 3100 any and all other legal and equitable rights and remedies which the City may have. 3101
City Council/RSA Agenda 563 Tuesday, May 27, 2025
-68 - City of Union City
Tri-CED Franchise Agreement
3102 By virtue of the nature of this Agreement, the urgency of timely, continuous and high quality service, the 3103 lead time required to effect alternative service, and the rights granted by City to the Contractor, the 3104 remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive 3105 relief.
3106
3107 13.6 LIQUIDATED DAMAGES
3108
3109 A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, 3110 if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City 3111 as a result of a breach by Contractor of its obligations under this Agreement. The factors relating 3112 to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) 3113 substantial damage results to members of the public who are denied services or denied quality or 3114 reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of 3115 the benefits of the Agreement to individual members of the general public for whose benefit this 3116 Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of 3117 measurement in precise monetary terms; (iii) that exclusive services might be available at 3118 substantially lower costs than alternative services and the monetary loss resulting from denial of 3119 services or denial of quality or reliable services is impossible to calculate in precise monetary 3120 terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at 3121 best, a means of future correction and not remedies which make the public whole for past 3122 breaches.
3123
3124 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 3125 further acknowledge that consistent, reliable Collection services and compliance with the Residue 3126 Level are of utmost importance to City and that City has considered and relied on Contractor’s 3127 representations as to its quality of service commitment in awarding the Agreement to it. The 3128 Parties recognize that some quantified standards of performance are necessary and appropriate 3129 to ensure consistent and reliable service and performance. The Parties further recognize that if 3130 Contractor fails to achieve the performance standards, or fails to submit required documents in a 3131 timely manner, City and its residents and businesses will suffer damages, and that it is, and will 3132 be, impractical and extremely difficult to ascertain and determine the exact amount of damages, 3133 which City will suffer. Therefore, without prejudice to City’s right to treat such non-performance 3134 as an event of default under this Section, the Parties agree that the Liquidated Damages amounts 3135 established in Exhibit D of this Agreement and the following Liquidated Damage amounts 3136 represent a reasonable estimate of the amount of such damages considering all of the 3137 circumstances existing on the Effective Date of this Agreement, including the relationship of the 3138 sums to the range of harm to City that reasonably could be anticipated and the anticipation that 3139 proof of actual damages would be costly or impractical. 3140
3141 Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in 3142 the Schedule of Liquidated Damages, Exhibit D.
3143
3144 City may determine the occurrence of events giving rise to Liquidated Damages through the 3145 observation of its own employees or representative or investigation of Complaints by Customers, 3146 Occupants, and Generators.
3147
City Council/RSA Agenda 564 Tuesday, May 27, 2025
-69 - City of Union City
Tri-CED Franchise Agreement
3148 Liquidated Damages will only be assessed after Contractor has been given the opportunity but 3149 failed to rectify the damages as described in this Agreement. Before assessing Liquidated 3150 Damages, City shall give Contractor notice of its intention to do so. The notice will include a brief 3151 description of the incident(s) and non-performance. The City may review (and make copies at its 3152 own expense) all information in the possession of Contractor relating to incident(s) and/or non3153 performance. City may, within 10 calendar days after issuing the notice, request a meeting with 3154 Contractor. City may present evidence of non-performance in writing and through testimony of 3155 its employees and others relevant to the incident(s) and non-performance. City will provide 3156 Contractor with a written explanation of his or her determination on each incident(s) and non3157 performance prior to authorizing the assessment of Liquidated Damages under this Section 13.6. 3158 The decision of City shall be final and Contractor shall not be subject to, or required to exhaust, 3159 any further administrative remedies.
3160
3161 C. Amount. City may assess Liquidated Damages for each calendar day or event, as appropriate, 3162 that Contractor is determined to be liable in accordance with this Agreement in the amounts 3163 specified in Exhibit D subject to annual adjustment described below commencing for Rate Year 3164 21.
3165
3166 D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by City within 10 3167 calendar days of the date the Liquidated Damages are assessed. If they are not paid within the 3168 10-day period, City may proceed against the performance assurance required by the Agreement 3169 order the termination of the rights or “franchise” granted by this Agreement, or all of the above. 3170
3171 13.7 EXCUSE FROM PERFORMANCE
3172 A. The Parties shall be excused from performing their respective obligations hereunder if they are 3173 prevented from so performing by reason of floods, earthquakes, other acts of nature, war, civil 3174 insurrection, riots, acts of any government (including judicial action), and other similar 3175 catastrophic events which are beyond the control of and not the fault of the Party claiming excuse 3176 from performance hereunder. Labor unrest, including but not limited to strike, work stoppage or 3177 slowdown, sick-out, picketing, or other concerted job action conducted by Contractor’s 3178 employees or directed at Contractor is not an excuse from performance and Contractor shall be 3179 obligated to continue to provide service notwithstanding the occurrence of any or all of such 3180 events. In the case of labor unrest or job action directed at a third party over whom Contractor 3181 has no control, the inability of Contractor to provide services in accordance with this Agreement 3182 due to the unwillingness or failure of the third party to (i) provide reasonable assurance of the 3183 safety of Contractor’s employees while providing such services, or (ii) make reasonable 3184 accommodations with respect to Container placement and point of Delivery, time of Collection, 3185 or other operating circumstances to minimize any confrontation with pickets or the number of 3186 persons necessary to make Collections shall, to that limited extent, excuse performance. The 3187 foregoing excuse shall be conditioned on Contractor’s cooperation in performing Collection 3188 services at different times and in different locations. 3189
3190 B. The Party claiming excuse from performance shall, within two calendar days after such Party has 3191 notice of such cause, give the other Party notice of the facts constituting such cause and asserting 3192 its claim to excuse under this Section.
3193
City Council/RSA Agenda 565 Tuesday, May 27, 2025
-70 - City of Union City
Tri-CED Franchise Agreement
3194 C. If either Party validly exercises its rights under this Section, the Parties hereby waive any claim 3195 against each other for any damages sustained thereby. 3196
3197 D. The partial or complete interruption or discontinuance of Contractor’s services caused by one or 3198 more of the events described in this Article shall not constitute a default by Contractor under this 3199 Agreement. Notwithstanding the foregoing, however, (i) the existence of an excuse from 3200 performance will not affect the City’s rights under Section 4.6; and (ii) if Contractor is excused 3201 from performing its obligations hereunder for any of the causes listed in this Section for a period 3202 of 30 calendar days or more, other than as the result of third party labor disputes where service 3203 cannot be provided for reasons described earlier in this Section, the City shall nevertheless have 3204 the right, in its sole discretion, to terminate this Agreement by giving 10 calendar days’ notice to 3205 Contractor, in which case the provisions of Section 13.3 and Section 13.4 shall apply. 3206
3207 13.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE
3208 If Contractor (i) is the subject of any labor unrest including work stoppage or slowdown, sick-out, picketing 3209 or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to regularly 3210 pay its bills as they become due; or (iii) is the subject of a civil or criminal judgment or order entered by a 3211 Federal, State, regional or local agency for violation of an Applicable Law, and the City believes in good 3212 faith that Contractor’s ability to perform under the Agreement has thereby been placed in substantial 3213 jeopardy, the City may, at its option and in addition to all other remedies it may have, demand from 3214 Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and 3215 substance as the City believes in good faith is reasonably necessary in the circumstances to evidence 3216 continued ability to perform under the Agreement. If Contractor fails or refuses to provide satisfactory 3217 assurances of timely and proper performance in the form and by the date required by City, such failure or 3218 refusal shall be an event of default for purposes of Section 13.1. 3219
3220 13.9 OBLIGATION TO PROVIDE SERVICE
3221 A. The City shall not be in default of this Agreement if it is determined by a court of competent 3222 jurisdiction that the City lacks the authority to approve Maximum Rates established by Contractor 3223 and/or increase Maximum Rates established by Contractor for charges related to Recyclable 3224 Materials Collection and Processing Services. Such legal actions shall not be considered a Change 3225 in Law or Force Majeure event excusing Contractor’s performance, except as otherwise provided 3226 herein. During the pendency of any litigation and in the event a court of competent jurisdiction 3227 or other regulatory agency sets aside, invalidates or stays all or a portion of the Maximum Rates 3228 established by Contractor, then the City and Contractor agree to immediately meet and confer to 3229 negotiate in good faith any modifications to Contractor’s obligations under this Agreement to 3230 ensure that Contractor continues to provide a level of Recycling Services necessary to ensure 3231 compliance with AB 939, AB 341, AB 1826, AB 1526, SB 1383, and the Alameda County Waste 3232 Management Authority Mandatory Recycling Ordinance 2021-01 and Union City Municipal Code 3233 Chapter 7.24.
3234
3235 B. The City and Contractor agree, as more fully set forth in the Recitals to this Agreement, that 3236 proper Collection, transfer, Transport, Processing, Diversion, and Disposal of materials Collected 3237 by Contractor is fundamental to the protection of the public health, safety and the well-being of 3238 the City’s residents and businesses. The City’s responsibility for ensuring the adequacy of these 3239 services in part provides the justification for the granting of a Franchise to Contractor. This City Council/RSA Agenda 566 Tuesday, May 27, 2025
-71 - City of Union City
Tri-CED Franchise Agreement
3240 Franchise creates an obligation that such services continue to be provided even under difficult, 3241 adverse, or unforeseeable circumstances, such as but not limited to, natural disaster, labor unrest, 3242 and any period where legal actions, future judicial interpretations of current law, or new laws or 3243 regulations impact the effectiveness of portions of this Agreement. In such an event, it shall be 3244 the responsibility of Contractor to mitigate any potential damages to other services being 3245 provided as much as possible. For example:
3246
3247 Should a court of competent jurisdiction or other regulatory agency set aside, invalidate or stay 3248 all or a portion of the Maximum Rates established by Contractor and approved by the City, 3249 Contractor agrees to continue to perform its obligations as otherwise set forth herein, and the 3250 City and/or Contractor shall take such urgency actions necessary to facilitate Contractor’s 3251 continuation of service.
3252
3253 Should there be a Change in Law or a new judicial interpretation of Applicable Law, including, but 3254 not limited to, Articles XIII C and D of the California Constitution which impacts the Maximum 3255 Rates established by Contractor for the Collection services established in accordance with this 3256 Agreement, Contractor agrees to meet and confer with the City to discuss the impact of such 3257 Change in Law on either Party’s ability to perform under this Agreement. Should a court of 3258 competent jurisdiction determine that the Contractor cannot charge and/or increase its Rates for 3259 charges related to Franchise Fees and governmental fees and charges, Contractor shall reduce the 3260 Rates it charges Customers a corresponding amount, providing said fees, Rates and/or charges 3261 disallowed by the court are not related to the cost of providing service hereunder and had been 3262 incorporated in the Rates charged by Contractor to its Customers. Nothing herein is intended to 3263 imply that California Constitution, Articles XIIIC or XIIID, apply to the Maximum Rates established 3264 by Contractor for services provided under this Agreement; rather this Section is provided merely 3265 to allocate risk of an adverse judicial interpretation between the Parties. This provision will survive 3266 the expiration or earlier termination of this Agreement and shall not be construed as a waiver of 3267 rights by City to contribution or indemnity from third parties. 3268
3269 If, as a result of a legal action, Contractor is unable to include Franchise Fees, other City fees or 3270 expenses, governmental fees or charges in the Rates it charges Customers for its services, then 3271 Contractor agrees, upon direction from the City, to reduce its Rates in an amount corresponding 3272 to the disallowed fee or charge, and shall thereafter not be required to remit the amount of the 3273 disallowed fee or charge, provided it is not collected from Customers. 3274
3275 1. Nothing herein is intended to imply that California Constitution Articles XIII(C) or (D) apply to 3276 the Maximum Rates established by Contractor for services provided under this Agreement. 3277 The foregoing paragraphs are merely intended as a contractual allocation of risks between 3278 the Parties.
3279
3280 2. This Section shall survive the expiration or earlier termination of this Agreement and shall 3281 not be construed as a waiver of rights by the City to contribution or indemnity from third 3282 parties.
3283
3284 3. This provision is intended to be consistent with and limited by California Public Resources 3285 Code Section 40059.2.
3286
City Council/RSA Agenda 567 Tuesday, May 27, 2025
-72 - City of Union City
Tri-CED Franchise Agreement
3287 D. Allocation of Risk. Neither the City nor Contractor shall have the right to obtain payment from 3288 the other Party for losses either may sustain due to a court of competent jurisdiction or other 3289 regulatory agency invalidating, setting aside, or staying the collection of all or a portion of the 3290 Maximum Rates established by Contractor authorized hereunder. Contractor shall bear the risk 3291 of any lost profits or losses associated with the cost of providing continued service as a result of 3292 such a legal action or ruling, and similarly the City shall bear the loss of payments to the City during 3293 any period where Contractor cannot lawfully collect those payment amounts from Customers. 3294
3295
3296 ARTICLE 14.
3297 OTHER AGREEMENTS OF THE PARTIES
3298
3299 14.1 RELATIONSHIP OF PARTIES
3300 The Parties intend that Contractor shall perform the services required by this Agreement as an 3301 independent Contractor engaged by City and not as an officer nor employee of the City, nor as a partner 3302 of, or joint venturer with, the City. No employee or agent of Contractor shall be, or shall be deemed to 3303 be, an employee or agent of the City. Except as expressly provided herein, Contractor shall have the 3304 exclusive control over the manner and means of conducting the Recyclable Materials Collection, 3305 Transportation, Processing, and marketing services performed under this Agreement, and all Persons 3306 performing such services. Contractor shall be solely responsible for the acts and omissions of its officers, 3307 employees, Subcontractors, and agents. Neither Contractor nor its officers, employees, Subcontractors 3308 and agents shall obtain any rights to retirement benefits, workers’ compensation benefits, or any other 3309 benefits, which accrue, to City employees by virtue of their employment with the City. 3310
3311 14.2 COMPLIANCE WITH LAW
3312 Contractor shall at all times, at its sole cost, comply with all Applicable Laws, permits and licenses of the 3313 United States, the State and the City and with all applicable regulations promulgated by Federal, State, 3314 regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued 3315 or amended during the Term.
3316
3317 14.3 GOVERNING LAW
3318 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 3319 State of California.
3320
3321 14.4 JURISDICTION
3322 Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the 3323 courts of Alameda County in the State of California, which shall have exclusive jurisdiction over such 3324 lawsuits.
3325
3326 With respect to venue, the Parties agree that this Agreement is made in and will be performed in Alameda 3327 County.
3328
City Council/RSA Agenda 568 Tuesday, May 27, 2025
-73 - City of Union City
Tri-CED Franchise Agreement
3329 14.5 BINDING ON SUCCESSORS
3330 The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 3331 permitted assigns of the Parties.
3332
3333 14.6 ASSIGNMENT
3334 Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 3335 to any other Person without the prior written consent of the other Party. Any such assignment made 3336 without the consent of the other Party shall be void and the attempted assignment shall constitute a 3337 material breach of this Agreement.
3338
3339 For purposes of this Section, “assignment” shall include, but not be limited to (i) a sale, exchange or other 3340 transfer of substantially all of Contractor’s assets dedicated to service under this Agreement to a third 3341 party; (ii) a sale, exchange or other transfer of 10% or more of the outstanding common stock of 3342 Contractor; (iii) any reorganization, consolidation, merger, recapitalization, stock issuance or re-issuance, 3343 voting trust, pooling Agreement, escrow arrangement, liquidation or other transaction to which 3344 Contractor or any of its shareholders is a party which results in a change of ownership or control of 30% 3345 or more of the value or voting rights in the stock of Contractor; and (iv) any combination of the foregoing 3346 (whether or not in related, contemporaneous or sequential transactions) which has the effect of any such 3347 transfer or change of ownership and/or control of Contractor. For purposes of this Section, the term 3348 “proposed assignee” shall refer to the proposed transferee(s) or other successor(s) in interest pursuant 3349 to the assignment. Assignment may exclude a change in ownership of Contractor’s assets or stocks which 3350 occurs for interfamilial planning purposes only and does not involve a change in the management of the 3351 Agreement or services performed there under.
3352
3353 Contractor acknowledges that this Agreement involves rendering a vital service to City’s residents and 3354 businesses, and that City has selected Contractor to perform the services specified herein based on (i) 3355 Contractor’s experience, skill, and reputation for conducting its Recyclable Materials operations in a safe, 3356 effective, and responsible fashion, at all times in keeping with Applicable Laws, regulations and good 3357 waste management practices, and (ii) Contractor’s financial resources to maintain the required equipment 3358 and to support its indemnity obligations to City under this Agreement. City has relied on each of these 3359 factors, among others, in choosing Contractor to perform the services to be rendered by Contractor under 3360 this Agreement.
3361
3362 If Contractor requests City’s consideration of and consent to an assignment, the City may deny or approve 3363 such request in its sole discretion. The City does not have to consider a request by Contractor for consent 3364 to an assignment until Contractor has met the following requirements. 3365
3366 A. Contractor shall undertake to pay City its reasonable expenses for attorney’s fees and 3367 investigation costs necessary to investigate the suitability of any proposed assignee, and to review 3368 and finalize any documentation required as a condition for approving any such assignment; 3369
3370 B. Contractor shall furnish City with audited financial statements of the proposed assignee’s 3371 operations for the immediately preceding three operating years; 3372
3373 C. Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least 10 3374 years of Recyclable Materials management experience on a scale equal to or exceeding the scale 3375 of operations conducted by Contractor under this Agreement; (ii) that in the last 5 years, the City Council/RSA Agenda 569 Tuesday, May 27, 2025
-74 - City of Union City
Tri-CED Franchise Agreement
3376 proposed assignee has not suffered any citations or other censure from any Federal, State or local 3377 agency having jurisdiction over its Recycling or waste management operations due to any 3378 significant failure to comply with state, Federal or local waste management laws and that the 3379 assignee has provided the City with a complete list of such citations and censures; (iii) that the 3380 proposed assignee has at all times conducted its operations in an environmentally safe and 3381 conscientious fashion; (iv) that the proposed assignee conducts its Recyclable Materials 3382 management practices in accordance with sound Recycling and waste management practices in 3383 full compliance with all Applicable Laws regulating the Collection, Transportation, Processing and 3384 marketing of Recyclable Materials, including Hazardous Waste as identified in Title 22 of the 3385 California Code of Regulations as may be amended from time to time; and (v) that any other 3386 information required by City demonstrates that the proposed assignee can fulfill the terms of this 3387 Agreement in a timely, safe and effective manner.
3388
3389 Under no circumstances shall any proposed assignment be considered by City if Contractor is in default at 3390 any time during the period of consideration.
3391
3392 14.7 PARTIES IN INTEREST
3393 Nothing in this Agreement, whether express or implied, is intended to confer any rights on any Persons 3394 other than the Parties to it and their representatives, successors and permitted assigns. 3395
3396 14.8 WAIVER
3397 The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 3398 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach or 3399 violation of the same or any other provision. The subsequent acceptance by either Party of any monies, 3400 which become due hereunder, shall not be deemed to be a waiver of any pre-existing or concurrent 3401 breach or violation by the other Party of any provision of this Agreement. 3402
3403 14.9 NOTICE PROCEDURES
3404 All notices, demands, requests, proposals, approvals, consents, and other communications which this 3405 Agreement requires, authorizes or contemplates all, except as provided in Section 4.6.1, shall be in writing 3406 and shall either be personally delivered to a representative of the Parties at the address below or 3407 deposited in the United States mail, first class postage prepaid, addressed as follows:
3408
3409 A. If to City:
3410
3411 City Manager
3412 City of Union City
3413 34009 Alvarado-Niles Road
3414 Union City, CA 94587
3415
3416 B. If to Contractor:
3417
3418 Jason Toro TRI-CED Community Recycling
3419 33377 Western Avenue
3420 Union City, CA
3421 510-471-3850
City Council/RSA Agenda 570 Tuesday, May 27, 2025
-75 - City of Union City
Tri-CED Franchise Agreement
3422
3423 The address to which communications may be delivered may be changed from time to time by a notice 3424 given in accordance with this Section.
3425
3426 Notice shall be deemed given on the day it is personally delivered or, if mailed, three calendar days from 3427 the date it is deposited in the mail.
3428
3429 14.10 REPRESENTATIVES OF THE PARTIES
3430 All actions to be taken by the City shall be taken by the City Council except as provided below. The City 3431 Council may delegate, in writing, authority to the City Manager, and/or to other City officials and may 3432 permit such officials, in turn, to delegate in writing some or all of such authority to subordinate officers. 3433 The Contractor may rely upon actions taken by such delegates if they are within the scope of the authority 3434 properly delegated to them.
3435
3436 The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as 3437 the representative of the Contractor in all matters related to the Agreement and shall inform the City in 3438 writing of such designation and of any limitations upon his or her authority to bind the Contractor. The 3439 City may rely upon action taken by such designated representative as actions of the Contractor unless 3440 they are outside the scope of the authority delegated to him/her by the Contractor as communicated to 3441 City.
3442
3443 14.11 CRIMINAL ACTIVITY OF CONTRACTOR
3444
3445 14.11.1 Criminal Activity
3446 For purpose of this Section, Criminal Activity shall mean any of the following events or circumstances:
3447
3448 A. Convictions. The entry against any Contractor Party of a criminal conviction or a permanent 3449 mandatory or prohibitory injunction from a court, municipality or regulatory agency of competent 3450 jurisdiction based on acts taken in his or her official capacity on behalf of Contractor with respect 3451 to:
3452
3453 1. Fraud or criminal offense in connection with obtaining, attempting to obtain, procuring 3454 or performing a public or private agreement related to municipal Solid Waste, Recyclable 3455 Materials, and Organic Materials services of any kind (including Collection, 3456 Transportation, transfer, Processing, marketing, composting or Disposal), including this 3457 Agreement or any amendment thereto;
3458
3459 2. Bribery or attempting to bribe a public officer or employee of a local, State, or Federal 3460 agency;
3461
3462 3. Embezzlement, extortion, racketeering, false claims, false statements, forgery, 3463 falsification, or destruction of records, obstruction of justice, knowingly receiving stolen 3464 property, theft, or misprision (failure to disclose) of a felony; 3465
3466 4. Unlawful disposal of Hazardous Waste or Designated Waste the occurrence of which any 3467 of Contractor Party knew or should have known;
City Council/RSA Agenda 571 Tuesday, May 27, 2025
-76 - City of Union City
Tri-CED Franchise Agreement
3468
3469 5. Violation of antitrust laws, including laws relating to price-fixing, bid-rigging and sales and 3470 market allocation, and of unfair and anti-competitive trade practices laws, including with 3471 respect to inflation of fees for Solid Waste, Recyclable Materials or Organic Materials 3472 Collection, Transportation, Processing, marketing, or Disposal; 3473
3474 6. Violation of securities laws;
3475
3476 7. Felonies.
3477
3478 B. Pleas. Entry of a plea of “guilty,” “nolo contendere,” or “no contest” by a Contracting Party based 3479 on acts taken in his, her, or its official capacity on behalf of Contractor with respect to the conduct 3480 described in preceding subdivision (1) of this Section. 3481
3482 14.11.2 Notice
3483 Contractor shall notify City in writing within five (5) calendar days of occurrence of any Criminal Activity. 3484
3485 14.11.3 Contractor’s Cure
3486 Upon occurrence of any Criminal Activity, Contractor shall immediately do or cause to be done all of the 3487 following:
3488
3489 A. Terminate from employment or remove from office any offending individual Contractor Party, 3490 unless otherwise directed or ordered by a court or regulatory agency of competent jurisdiction or 3491 authority, and unless that termination would constitute a breach of any labor agreement entered 3492 into by Contractor, and
3493
3494 B. Eliminate participation by any individual offending Contractor Party in any management, 3495 supervision, or decision activity that affects or could affect, directly or indirectly, the performance 3496 of the Contractor under this Agreement.
3497
3498 14.11.4 Transfer and Hiring
3499 Contractor shall not allow or cause to be allowed the hire or transfer of any individual from any parent or 3500 subsidiary company or business entity of Contractor who has committed Criminal Activity as a Contractor 3501 representative, field supervisor, officer, or director who is directly or indirectly responsible for 3502 performance of this Agreement without obtaining prior written consent of City, following full disclosure 3503 to City of the facts and circumstances surrounding such Criminal Activity. 3504
3505 14.11.5 City’s Remedy
3506 In the event of any occurrence of Criminal Activity, the City, in its sole discretion, may terminate the 3507 Agreement within thirty (30) calendar days written notice to Contractor, or may impose other sanctions 3508 (which may include financial sanctions, temporary suspensions, or any other condition deemed 3509 appropriate short of termination) as it will deem proper, in the following events:
3510
3511 A. Contractor fails to comply with the foregoing obligation of this Section, or 3512
3513 B. The Criminal Activity concerns or relates directly or indirectly to this Agreement. 3514
City Council/RSA Agenda 572 Tuesday, May 27, 2025
-77 - City of Union City
Tri-CED Franchise Agreement
3515 Contractor shall be given the opportunity to present evidence in mitigation during the 30-calendar day 3516 notice period.
3517
3518 14.12 OFFER OF EMPLOYMENT
3519 Contractor shall make good faith effort to offer employment to displaced workers employed by the City’s 3520 franchise contractor that provided Collection services prior to the Commencement Date of this Agreement 3521 for vehicle drivers, mechanics, helpers, container distribution personnel, and other similar operating staff 3522 positions to the extent such displaced workers are needed to perform the services described in this 3523 Agreement. However, the Contractor is not required (i) to displace any of its current employees, (ii) to 3524 modify its current job performance requirements or employee selection standards, (iii) to alter its current 3525 wage and employment conditions, or (iv) to offer employment to more of the displaced workers than are 3526 needed to perform the services described hereunder. 3527
3528 14.13 PUBLIC HEARING ON CONTRACTOR’S PERFORMANCE
3529 At any time, but no more than once annually, the City may hold a public hearing at which Contractor may 3530 be required by the City to attend and participate in, to review Contractor’s performance and to solicit 3531 feedback from the public regarding Contractor’s performance of services under this Agreement. The 3532 purpose of the public hearing shall be to provide for discussion and review of technological, economic, 3533 and regulatory changes in order to achieve continuing, state-of-the-art Collection, Transportation, 3534 Processing, and marketing services and to ensure services are being provided with adequate quality, 3535 effectiveness, and economy. The City, at its discretion, may use input provided during the public hearing 3536 to assess Contractor’s performance.
3537
3538 14.14 IRAN CONTRACTING ACT CERTIFICATION
3539 Contractor represents and warrants that it is in compliance with and has completed all requirements 3540 necessary to become certified under the Iran Contracting Act (Public Contract Code Sec. 2200). Proof of 3541 certification shall be included as Exhibit H of this Agreement. 3542
3543
3544 ARTICLE 15
3545 RESOLUTION OF DISPUTES
3546
3547 15.1 INFORMAL RESOLUTION
3548 Should a dispute arise with respect to the performance and obligations of the Parties hereunder, at any 3549 time during the term of this Agreement, the provisions of this Article shall apply. Either Party shall give 3550 the other written notice of such dispute. Such notice shall specify a date and location for the Parties to 3551 meet and confer in good faith to resolve any dispute that may arise in a cooperative and mutually 3552 satisfactory manner. The Parties shall attempt to resolve their disputes informally to the maximum extent 3553 possible.
3554
3555 15.2 MEDIATION
3556 In the event the Parties cannot resolve such dispute within thirty (30) calendar days of such notice, either 3557 Party may propose the appointment of a mediator for advice and non-binding mediation, and the other 3558 Party shall attend such mediation. If the mediator is unable, within thirty (30) calendar days thereafter, City Council/RSA Agenda 573 Tuesday, May 27, 2025
-78 - City of Union City
Tri-CED Franchise Agreement
3559 to reach a determination as to the matter in dispute in a manner acceptable to the Parties hereto, and if 3560 the dispute does not concern “valuation items” identified in Section 15.3, then either Party may refer the 3561 matter to a Court of competent jurisdiction. Disputes that concern valuation items shall proceed with 3562 binding arbitration procedures set forth in Section 15.4 below. 3563
3564 15.3 VALUATION ITEMS
3565 For the purposes of this Agreement, disputes over “valuation items” refers to disputes over basic financial 3566 issues valued under five hundred thousand dollars ($500,000) that is due or owed by either Party. If 3567 mediation is unsuccessful, disputes concerning valuation items shall be referred to binding arbitration. 3568
3569 15.4 BINDING ARBITRATION
3570 Binding arbitration proceedings shall be in accordance with California Code of Civil Procedure Section 3571 1280 et. seq., the then-current JAMS Streamlined Arbitration Rules, and the terms of this Section. In the 3572 event of any inconsistency, the terms of this Section shall control. The arbitration shall be administered 3573 by JAMS and conducted in the County of Alameda. If the Parties are unable to select an arbitrator, JAMS 3574 shall select a qualified arbitrator from its panel. If JAMS is unwilling or unable to (a) serve as the provider 3575 of arbitration or (b) enforce any provision of this arbitration clause, the Parties may mutually designate 3576 another arbitration organization with similar procedures to serve as the provider of arbitration. If the 3577 parties cannot agree on the arbitration organization, the Presiding Judge of the Alameda County Superior 3578 Court shall designate such an organization upon the petition of either Party. 3579
3580 A. The arbitrator shall be independent of, and unaffiliated with, each Party and shall not ever have 3581 been an employee of either Party, under contract with either Party in the past five (5) years or 3582 acted as an arbitrator for such Party within the past five (5) years. 3583
3584 B. Within twenty (20) calendar days after initiation of the arbitration, if not previously done so under 3585 the terms of this Agreement, the Parties shall simultaneously submit to each other and the 3586 arbitrator their respective best or final offer for the item subject to the valuation dispute, with 3587 such supporting information as is reasonably necessary to support such suggested value. If the 3588 two (2) valuations so submitted differ by less than or equal to ten percent (10.0%) of the higher 3589 of the two (2), the average of the two (2) shall become the agreed-upon and binding amount for 3590 purposes of this Agreement and the arbitration shall not be continued. If the two (2) valuations 3591 differ by more than ten percent (10.0%) of the higher of the two (2), then the arbitrator shall make 3592 a determination of the relevant value and submit such determination to both Parties. This third 3593 valuation will then be averaged with the closer of the two (2) previous valuations and the result 3594 shall be the relevant value. In no event shall the arbitrator award, on a quantum meruit or other 3595 basis, an amount that is greater than any amount set forth in this Agreement. The final arbitrated 3596 value shall be binding on the Parties.
3597
3598 C. The arbitrator shall have the authority and power to award costs, including attorneys’ fees and 3599 costs to the prevailing Party. Unless otherwise awarded by the arbitrator, the Parties shall evenly 3600 split the cost of any arbitration under this Section. 3601
3602 D. By agreeing to binding arbitration, the Parties irrevocably and voluntarily waive any right they 3603 may have to a trial by jury to the extent permitted by law. 3604
City Council/RSA Agenda 574 Tuesday, May 27, 2025
-79 - City of Union City
Tri-CED Franchise Agreement
3605 Acknowledgement of waiver of rights to trial by jury if proceeding with binding arbitration 3606 pursuant to Section 15.4 of this Agreement.
3607
3608 City of Union City Contractor (Tri-CED)
3609
3610 Initial here: _____________ Initial here:______________ 3611
3612
3613
3614 15.5 PENDENCY OF DISPUTE
3615 During the pendency of any dispute under this Article, all applicable time periods directly related to the 3616 dispute shall be tolled until its resolution; provided, however, that no tolling shall apply to any matters 3617 other than those directly related to the dispute and such tolling shall not entitle a Party to breach, default, 3618 or fail to perform its obligations under this Agreement. In addition, the pendency of any dispute shall not 3619 stay or affect the City’s remedies under this Agreement, including but not limited to its rights to terminate, 3620 suspend, or take possession of Contractor’s property. 3621
3622
3623 ARTICLE 16.
3624 MISCELLANEOUS AGREEMENTS
3625
3626 16.1 ENTIRE AGREEMENT
3627 This Agreement, including the Exhibits, supersedes any and all prior agreements and understandings 3628 (whether written or oral) between the Parties and represents the full and entire Agreement between the 3629 Parties with respect to the matters covered herein. 3630
3631 16.2 SECTION HEADINGS
3632 The article headings and section headings in this Agreement are for convenience of reference only and 3633 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 3634 provisions.
3635
3636 16.3 REFERENCES TO LAWS
3637 All references in this Agreement to laws shall be understood to include such laws as they may be 3638 subsequently amended or recodified, unless otherwise specifically provided. 3639
3640 16.4 INTERPRETATION
3641 This Agreement shall be interpreted and construed reasonably and neither for nor against either Party, 3642 regardless of the degree to which either Party participated in its drafting. 3643
3644 16.5 AMENDMENT
3645 This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 3646
City Council/RSA Agenda 575 Tuesday, May 27, 2025
-80 - City of Union City
Tri-CED Franchise Agreement
3647 16.6 SEVERABILITY
3648 If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 3649 the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 3650 Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 3651 herein.
3652
3653 16.7 COUNTERPARTS
3654 This Agreement may be executed in counterparts, each of which shall be considered an original. 3655
3656 16.8 EXHIBITS
3657 Each of the Exhibits identified as Exhibit “A” through “L” is attached hereto and incorporated herein and 3658 made a part hereof by this reference.
3659
City Council/RSA Agenda 576 Tuesday, May 27, 2025
-81 - City of Union City
Tri-CED Franchise Agreement
3660 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed on the day and year first 3661 above written.
3662
3663
3664 CONTRACTOR (Tri-CED) CITY OF UNION CITY
3665 A Municipal Corporation
3666
3667
3668
3669
3670 Jason Toro Joan Malloy
3671 Chief Executive Officer City Manager
3672
3673
3674
3675 APPROVED AS TO FORM:
3676
3677
3678
3679
3680 Kristopher Kokotaylo
3681 City Attorney
3682
3683
3684
3685 Thai Nam Pham
3686 City Clerk
City Council/RSA Agenda 577 Tuesday, May 27, 2025
Page A-1 Exhibit A
Union City/Tri-CED Franchise Agreement
3687 EXHIBIT A
3688 SECRETARY’S CERTIFICATE
3689
3690
3691 The undersigned, being the Secretary of ___________________________________, a California 3692 Company Name
3693 corporation (“the Company”), do hereby certify that the following resolution was adopted by the Board of 3694 Directors of the Company and that such resolution has not been amended, modified or rescinded and is in full 3695 force and effect as of the date hereof:
3696
3697 RESOLVED, that _______________________________ be, and hereby is, authorized to execute by and on 3698 Name of Designated Representative
3699 behalf of the Company, the Agreement between the City of Union City and the Company for Recyclable 3700 Materials Collection and Processing Services and any and all other agreements, instruments, documents or 3701 papers, as he/she may deem appropriate or necessary, pertaining to or relating to such Agreement, and that 3702 any such action taken to date is hereby ratified and approved. 3703
3704 _________________________
3705 Date
3706 _________________________
3707 Signature
3708
3709
3710 _____________________________
3711 Printed Name
3712
3713
3714 _____________________________
3715 Title
City Council/RSA Agenda 578 Tuesday, May 27, 2025
Page B-1 Exhibit B
Union City/Tri-CED Franchise Agreement
EXHIBIT B: CITY SERVICE LOCATIONS
The City shall have the right to add or remove facilities from the list provided below after the execution of the Agreement and the Contractor is obligated to provide services to the initial facilities list and to any facilities added by the City after the execution of the Collection Agreement.

Facility Name Address GARBAGE RECYCLING ORGANICS
Size Qty Freq Size Qty Freq Size Qty Freq
City Hall / Police Station 34009 Alvarado-Niles Rd. 3 cy 1 3x / week 4cy 1 3x / week 64 gal 2 1x / week Union City Main Library 34007 Alvarado-Niles Rd. 2 cy 1 1x / week 1 cy 1 1x / week 64 gal 1 1x / week Community Centers
Holly Center 31600 Alvarado Blvd. 3 cy 1 2x / week 96 gal 2 1x / week 64 gal 2 1x / week Kennedy Center 1333 Decoto Rd. 3 cy 1 2x / week 96 gal 4 1x / week 64 gal 2 1x / week Kennedy Pk Teen Center 1200 J Street
Ruggieri Sr Center 33997 Alvarado Niles Rd. 3 cy 1 2x / week 2 cy 1 1x / week 64 gal 2 1x / week Mark Green Sports Center 31224 Union City Blvd. 3 cy 2 2x / week 96 gal 4 1x / week 64 gal 2 1x / week 10th Street Center 33948 10th St. 64 gal 1 1x / week 96 gal 2 1x / week 64 gal 1 1x / week Teen Workshop 33623 Mission Blvd. 3 cy 1 1x / week 96 gal 1 1x / week 64 gal 1 1x / week Fire Stations
Station #30 35000 Eastin Ct. 1 cy 1 1x / week 96 gal 4 1x /week 64 gal 1 1x / week Station #31 33555 Central Ave. 2 cy 1 1x / week 96 gal 4 1x /week 64 gal 1 1x / week Station #32 31600 Alvarado Blvd. 2 cy 1 1x / week 96 gal 2 1x /week 64 gal 1 1x / week Station #33 33942 Seventh St. 1 cy 1 1x / week 96 gal 1 1x /week 64 gal 1 1x / week Public Works Maint Facility (PW)
PW--MSW roll off 34650 Seventh St. 20 cy 2 on-call 7 cy 1 1x / week 64 gal 1 1x / week PW--MSW roll off 34650 Seventh St. 14 cy 4 on-call
PW--Greenwaste Recycling 34650 Seventh St. 40 cy 2 on-call PW--Mattress Recycling 34650 Seventh St. 14 cy 1 on- call PW--Tire Recycling 34650 Seventh St. 40 cy 1 on-call
PW--Inert Recycling 34650 Seventh St. 6 cy 4 on-call
Decoto- Centro de Servicios Ctr 525 H Street 4 cy 1 1x / week 2 cy 1 1x / week 2 cy 2 1x / week Contempo Resource Center 4361 Agena Cir. 35 gal 1 1x / week 96 gal 1 1x / week 64 gal 1 1x / week Union City Historical Museum 3841 Smith Street 96 gal 1 1x / week 96 gal 1 1x / week * Recycling Carts to be serviced by Contractor; Solid Waste Containers, Recycling Bins and Organics Bins to be serviced by City’s Solid Waste Contractor.

City Council/RSA Agenda 579 Tuesday, May 27, 2025
Page C-1 Exhibit C
Union City/Tri-CED Franchise Agreement
1 EXHIBIT C
2 3 CLARIFICATION OF CONTRACTOR’S COMPENSATION
4 5 This Exhibit provides information that shall be used in determining Contractor’s Compensation.Rate Year 6 7 A. ALLOWABLE PERSONNEL AND LABOR HOURS
8 Contractor developed Contractor’s Proposal and estimated its compensation requirement based on 9 numerous assumptions related to provision of Collection services in the City, including assumptions with 10 regards to the number of personnel and the number of labor hours (payroll hours) that its personnel will 11 incur. Award of this Agreement to the Contractor was based on several factors including its proposed 12 compensation requirements of which a significant portion is attributed to labor costs. In order to ensure 13 that the City continues, over the Term of the Agreement, to benefit from the Contractor’s Proposal, labor 14 costs shall not increase as a result of an increase in the number of personnel or the number of labor hours 15 unless Contractor can demonstrate that the increased labor personnel and/or hours are necessary to 16 provide service to additional Customers due to growth in the City or to adjust for changes in labor hours 17 due to a City-approved extraordinary compensation adjustment as described in Section 11.3. In 18 recognition of this limitation on Contractor’s Compensation, the personnel and labor hours listed in the 19 following table shall be considered allowable personnel and labor hours for the purpose of determining 20 Contractor’s Compensation.
21 Quantity Labor Hours per
Day per Person
Total Annual Labor
Hours
Residential Recyclable Materials (weekly) 4.50 10 11,700 Chief Executive Officer (CEO) 0.20 8 416
Chief Administrative Officer (CAO) 0.20 8 416
Chief Operations Officer (COO) 0.20 8 416
Operations Manager/Route Supervisor 0.20 8 416
Director of Environmental, Health & Safety 0.20 8 416
Human Resources 0.00 8 0.00
Director of Finance/Payroll Director 0.20 8 416
Assistant Route Supervisor/Lead Driver 0.25 8 520
Recycling Coordinator 1.00 8 2,080
Recycling Field Auditor 0.00 8 0.00
Customer Service Lead/Office Manager 0.20 8 416
Customer Service Representative 0.50 8 1,040
Customer Service/Dispatch 0.25 8 520
Mechanic Supervisor 0.20 8 416
Mechanic I 0.20 8 416
Mechanic II 0.20 8 416
Battery Program Personnel 0.20 8 416
Recycling Processing Center (weekly) 22.0 8 47,872
22 23 The Contractor shall not be compensated for labor costs associated with any personnel and labor hours 24 other than those listed in the table above unless the number of route drivers is increased based on the City Council/RSA Agenda 580 Tuesday, May 27, 2025
Page C-2 Exhibit C
Union City/Tri-CED Franchise Agreement
25 Contractor’s demonstration to the City of the need to increase the number of routes in accordance with 26 Section B of this Exhibit.
27 28 B. ALLOWABLE ROUTES
29 The number of allowable routes that shall serve as the basis for the Contractor’s Compensation are listed 30 in the table below. Note that the route list was prepared based on the Contractor’s Proposal. 31 Routes Quantity/Day
Residential Recyclable Materials 4.0
Commercial Recyclable Materials Included Above
Total 4.0
32 33
34 The Contractor shall not be compensated for an increase in the number of routes unless the Contractor 35 demonstrates to the City the increase is a direct result of growth in the number of Customers served in 36 the community or is a result of changes due to a City-approved extraordinary compensation adjustment 37 as provided in Section 11.3 of the Agreement.
38 39 C. ALLOWABLE DRIVER LABOR HOURS
40 The Contractor developed Contractor’s Proposal and estimated its compensation requirement based on 41 numerous assumptions related to provision of Collection services in the City, including assumptions with 42 regards to the number of labor hours that will be incurred by Collection vehicle drivers. The number of 43 driver labor hours significant impacts the Contractor’s Compensation because it impacts vehicle-related 44 costs such as fuel, tires and tubes, parts, and supplies. In order to ensure that the City continues, over the 45 Term of the Agreement, to benefit from the Contractor’s Proposal, vehicle-related costs shall not increase 46 as a result of an increase in driver labor hours unless Contractor can demonstrate that the increased driver 47 labor hours are necessary to provide service to additional Customers due to growth in the City or to adjust 48 for changes in route hours due to a City-approved extraordinary compensation adjustment as described 49 in Section 11.3 of this Agreement. In recognition of this limitation on Contractor’s Compensation, the 50 total driver labor hours listed in the following table shall be considered allowable driver labor hours for 51 the purpose of determining Contractor’s Compensation. 52 53
Allowable Driver Labor
Hours
Routes
Labor Hours
per Day per
Route
Total Labor
Hours
Annually for
All Routes
Residential Recyclable Materials 10.0 10,400
Commercial Recyclable Materials Included
Above
Included
Above
Total 10,400
54 55 D. ALLOWABLE DEPRECIATION, INTEREST, AND LEASE AMOUNTS City Council/RSA Agenda 581 Tuesday, May 27, 2025
Page C-3 Exhibit C
Union City/Tri-CED Franchise Agreement
56 Contractor shall depreciate equipment over a ten (10) year period (with the exception of Carts which shall 57 be depreciated over an eleven (11) year period). Allowable annual depreciation and interest expense to 58 be included in the Contractor’s Compensation over the Term of the Agreement include the following:
59 60 The above depreciation and interest expense includes compensation for new Carts and Collection vehicles 61 for all of its Recyclable Materials Collection routes, which Contractor shall operate for the Term.

City Council/RSA Agenda 582 Tuesday, May 27, 2025
Page D-1 Exhibit D
Union City/Tri-CED Franchise Agreement
62 EXHIBIT D
63 SCHEDULE FOR LIQUIDATED DAMAGES
64 65 Contractor may be assessed Liquidated Damages if Contractor fails to fulfill its obligations with regards to 66 the events listed in this Exhibit in accordance with the terms and conditions of the Agreement with regards 67 to the time frame for accomplishing each event and nature of the responsibility associated with the event 68 unless otherwise stated in this Exhibit.
69 70 COLLECTION RELIABILITY

1. Start New Customer. For each failure over 12 during Rate Year to commence service to a new Customer within 7 calendar days after order received and account number established
$201.86/
event

2. Missed Pick-Ups. For each failure over 24 during Rate Year to Collect Recyclable Materials that have been properly set out for Collection by a Customer on the scheduled Collection day
$201.86/
event

3. Missed Contamination Monitoring. For each failure over 24 during Rate Year to monitor and document the status of monitoring Customer Carts set-out for Collection service that are not collected due to previously providing Customer a notice of prior contamination identified in said Cart(s). $201.86/
event

4. Consecutive Missed Pick-Ups. For each failure to Collect Recyclable Materials that have been properly set out for Collection, from the same Customer on 2 consecutive scheduled pick ups
$201.86/
event
71 72 COLLECTION QUALITY

4. Leaks, Litter or Spills. For each occurrence over 24 during the Rate Year of unreasonable leaks, litter, or spills of Recyclable Materials near Containers or on public streets and failure to pick up or clean up such material immediately
$201.86/
event

5. Improper Container Placement. For each occurrence over 24 during the Rate Year of failure to replace Containers in original position, upright, with lids attached to or on Carts
$201.86/
event

6. Care of Private Property. For each failure over 24 during the Rate Year of not closing a Customer’s gate, crossing planted areas, or damaging private property (including private vehicles)
$201.86/
event

7. Repair of Private Property. For each occurrence over 5 during the Rate Year of failure to repair damage to property within 30 days of the date the damage was reported
$201.86/
event

8. Unauthorized Collection Hours. For each occurrence over 12 the during Rate Year of Collecting Recyclable Materials during unauthorized hours $201.86/
event

9. Excessive Noise. For each occurrence over 12 during the Rate Year of excessive noise
$201.86/
event
City Council/RSA Agenda 583 Tuesday, May 27, 2025
Page D-2 Exhibit D
Union City/Tri-CED Franchise Agreement

10. Non-Collection Tags. For each failure over 12 during the Rate Year of not tagging Containers which have not been Collected explaining the reason for non-Collection
$201.86/
event

11. Discourteous Behavior. For each occurrence of discourteous behavior by collection vehicle personnel, customer service personnel, or other employees of Contractor
$201.86/
event

12. Injuries to Others. For each incident of personal injury to a Person requiring medical treatment or hospitalization, where the negligence of the Contractor or its personnel was a contributing factor to the injury $6,728.69/
incident
73 74 CUSTOMER SERVICE RESPONSIVENESS

13. Call Responsiveness. For each failure to answer the telephone during business hours specified in the Agreement or failure for answering machine to record call during non-business hours specified in the Agreement $403.72/
event

14. After-Hours Call Returns. Failure to return one-hundred percent (100.0%) of calls received on Contractor’s answering machine by 5:00 p.m. of the Business Day following receipt of the Complaint
$2.69 per call
not returned
in
accordance
with the
standard

15. Respond to Complaint or Service Request. For each failure over 24 during the Rate Year to inform Customer, within one Business Day of receipt of the Complaint or service request, of the action Contractor will take to remedy a Complaint or to respond to a service request
$201.86/
event

16. Resolve Complaint or Service Request. For each failure to resolve or remedy a Complaint or Service Request within five Business Days of receipt of Complaint or Service Request with the exception of missed pick-ups which are addressed below
$201.86/
event
75 76 REPORTING AND NOTICING

17. Quarterly Reports. Failure to submit quarterly reports in the timeframe specified in this Agreement
$336.43/
day report is
overdue

18. Annual Reports. Failure to submit annual reports in the timeframe specified in this Agreement.
$336.43/
day report is
overdue

19. Inaccurate Data. For submittal of substantially inaccurate data in the quarterly and annual reports
$672.87/occ
urrence

20. Application for Contractor’s Compensation. Failure to submit application for Contractor’s Compensation in accordance with the timeframe established in the Agreement
$403.72/
day report is
overdue

21. Notification of Compliance Inspection. Failure to provide City timely notice of any regulatory compliance inspection as prescribed herein. $336.43/
day notice is
overdue
City Council/RSA Agenda 584 Tuesday, May 27, 2025
Page D-3 Exhibit D
Union City/Tri-CED Franchise Agreement
77 78 PUBLIC EDUCATION

21. Failure to submit the annual public education plan required by Section

7.1 $201.86/ day for each
day until plan is
submitted

22. Failure to perform a task specified in the annual public education plan or in Exhibit E
$201.86/ day for each
day until task is
completed

23. Failure to prepare and distribute to residents door hanger, flyer or mailer to Customers regarding specific Collection day, Holiday, holiday tree, and cleanup events
$201.86/ day for each
day until mailer is sent

24. Failure to distribute periodic update for Holiday tree Recycling on or before December 25 of each year
$201.86/ day for each
day until mailer is sent
(not to exceed
$1,345.74)

25. Failure to develop outreach program for individual Commercial sectors $201.86/ day for each day until task is
completed

26. Failure to prepare and during Rate Year update a Recycling resource guide
$201.86/ day for each
day until task is
completed

27. Failure to participate in special events listed in this Agreement $403.72/ event-day 79 80 OTHER

28. Disposal of Recyclables. For each Ton of E-Waste or Recyclable Materials Disposed of without written approval of the City $336.43/ ton

29. Use of Unauthorized Facilities. For each Ton of Recyclable Materials or E-Waste Disposed or Processed at a facility not approved for use under the provisions of this Agreement
$336.43/ ton
81 82 In placing Designee’s initials at the places provided, each party specifically confirms the accuracy of the 83 statements made above and the fact that each party has had ample opportunity to consult with legal 84 counsel and obtain an explanation of liquidated damage provisions of the time that the Agreement was 85 made.
86 87 Contractor City
88 89 Initial Here: _______ Initial Here: ____
90 City Council/RSA Agenda 585 Tuesday, May 27, 2025
Page E-1 Exhibit E
Union City/Tri-CED Franchise Agreement
91 Exhibit E
92 Public Education Program Requirements
93 94 The Contractor’s public education program shall include on-going educational activities throughout the 95 Term of the Agreement. Specific program requirements shall include, at a minimum, the following 96 activities:
97 98 Collaboration with Solid Waste Contractor
99 100 Contractor shall partner with the Solid Waste Contractor to produce and distribute the following 101 educational materials:
102
103 1. Biennially (every two years), two separate brochures describing how to prepare Recyclable 104 Materials for Collection, targeted at Single Family residents and Multi-Family residents, 105 respectively. The costs of production and distribution are to be shared equally (i.e. 50/50) 106 between Contractor and the Solid Waste Contractor.
107
108 a. The brochure for Single Family residents shall inform residents as to the acceptable 109 materials that can be included in the Recyclable Materials Containers and any common 110 contaminants to be excluded from Collection. The brochure shall set out instructions, 111 contact info, additional services, and other relevant information as determined by the 112 Contractor and the Solid Waste Contractor, and City shall also be included. The brochure 113 shall be printed in sufficient numbers to be distributed to all affected residential 114 Customers and to be used for public outreach activities. 115
116 b. The brochure for Multi-Family residents shall inform residents as to the acceptable 117 materials that can be included in the Recyclable Materials Containers (Carts and Bins), 118 any common contaminants to be excluded from Collection, and how to prepare 119 Recyclable Materials for Collection. The brochure shall be printed in sufficient numbers 120 to be distributed to all affected residential Customers and to be used for public outreach 121 activities.
122
123 2. A semi-annual newsletter shall be prepared and distributed to all Single Family and Multi-Family 124 residents promoting and explaining the Recyclable Materials Collection program. This semi125 annual newsletter is also the Solid Waste Contractor’s quarterly residential newsletter. The costs 126 of production and distribution of the newsletter are to be shared as follows: 33.3% Contractor 127 and 66.6% Solid Waste Contractor.
128
129 Single-Family Residential Education Program
130
131 1. A member of Contractor’s staff who is trained to provide technical assistance to Customers is 132 required and shall be available by telephone during regular business hours. On request from the 133 City’s contract administrator or a Customer, technical assistance staff may also be required to 134 provide presentations to Customers on Saturdays for the services described herein. 135
City Council/RSA Agenda 586 Tuesday, May 27, 2025
Page E-2 Exhibit E
Union City/Tri-CED Franchise Agreement
136 2. An employee of Contractor shall visit homeowner associations or other neighborhood groups to 137 promote and explain the program as requested by the associations or scheduled by Contractor or 138 the City.
139
140 3. Conduct on-going monitoring and reporting of Customer’s participation to determine level of 141 compliance with local and State regulationsincluding, but not limited to, AB 939, AB 341, AB 1594, 142 AB 1826, Alameda County Waste Management Authority Mandatory Commercial Recycling 143 Ordinance 2012-01 (Phases 1 and 2), and Alameda County Measure D Adequate Commercial 144 Recycling standards.
145
146 4. Produce corrective actions notices for use in instances where the Resident sets out inappropriate 147 materials.
148
149 5. Prepare and distribute public service announcements (PSA) for local radio, cable and broadcast 150 television. Advertisements for local newspapers also shall be produced. 151
152 6. Prepare and distribute presentation posters for distribution at local and busy public venues (City 153 Hall, Public Library, Post Office, Union Landing, etc.) 154
155 7. Deliver the appropriate program brochure and other City-selected materials each time a 156 Container is delivered upon implementation of services. 157
158 8. Contractor shall prepare and make available through Contractor’s website how-to information 159 on Recycling and proper container set-outs in PDF and/or video format, and provide Single-Family 160 Customers with links to click on for additional resources. 161
162 Multi-Family Education Program
163
164 1. At a minimum, the Contractor’s Recycling Coordinator shall meet with Multi-Family every 165 property manager once annually to work with the property manager to improve Recycling 166 participation levels in terms of the quantity and quality of Recyclable Materials Collected. 167 Contractor shall document each site visit using a form approved by the City identifying the name 168 and address of the premises, number of tenant units, date of the visit, name of the property 169 manager and contact information, current Recyclable Materials, Organic Materials, and Solid 170 Waste service levels and calculated weekly Recycling capacity per tenant unit, property manager 171 concerns and requests and action items. Site visit audit forms shall be provided to the City in 172 accordance with Article 9. During annual site visits or upon request, Contractor shall restock 173 posters, Alameda County Mandatory Recycling Ordinance notices, “How to Guides,” and any 174 other materials and provide new Container/Recycling area signage if necessary. Contractor shall 175 provide a record of the required outreach to the City contract administrator prior to monthly 176 Contractor/City meeting.
177
178 2. Prepare and distribute “move-in / move-out” kits for property managers and owners of Multi179 Family complexes to provide new tenants. Kits shall provide Recycling information, resources and 180 Contractor’s customer service phone number where questions can be answered. 181
City Council/RSA Agenda 587 Tuesday, May 27, 2025
Page E-3 Exhibit E
Union City/Tri-CED Franchise Agreement
182 3. Schedule, promote, manage and staff Recycling outreach events (workshops, presentations, 183 Recycling parties, etc.) to show property managers and residents, in a hands-on interactive 184 format, how to use the Recycling and Organic Materials Collection program and provide resources 185 with additional information and support.
186
187 4. As part of Contractor’s website, Contractor shall provide tenants and property managers with 188 access to a multi-family webpage on Contractor’s website which will present how-to information 189 in PDF and/or video formats for tenants and property managers as well as links to other resources. 190 Property managers and landlords will be able to find helpful tips for keeping Collection points 191 clean and will be able to order enclosure posters for Recyclable Materials). 192
193 Commercial Education and Technical Assistance Program 194
195 1. Contractor shall perform Recycling outreach for Commercial Customers requesting Commercial 196 Recycling Cart Service. Contractor shall continue to provide support to each Customer as 197 requested and periodically contact the Customer to offer technical assistance and answer 198 questions.
199 2. Conduct assessments of Commercial Customers’ premises. Assessments shall include: (A) Meeting 200 with the Customer, Owner, property manager, and/or party responsible for the day-to-day 201 operations of the on-site Commercial activities to discuss the Collection program options, review 202 the types of materials generated, promote Recycling services, respond to questions, agree upon 203 the appropriate Solid Waste, Recyclable Materials, and Organic Materials service levels, etc., (B) 204 Visual inspection of the types of Solid Waste, Recyclable Materials, and Organic Materials 205 generated at the Premises and estimation of the appropriate level of service for Solid Waste, 206 Recyclable Materials, and Organic Materials Collection service; and, (C) Distribution of public 207 education materials, signage, and posters, to Customers at the time of the assessment or upon 208 request.
209 3. Provide technical assistance, make presentations, conducting employee training, sessions to 210 educate customers and encourage participation in the Commercial Single Stream Recycling 211 Program.
212 4. As requested by the associations or as scheduled by the City, Contractor shall reach out to various 213 organizations such as the Chamber of Commerce, Lions Club, Business Expo, business associations 214 and other appropriate groups to promote and explain the Commercial Single Stream Recycling 215 Cart Collection Program and the State and County mandatory recycling requirements including, 216 but not limited to, requirements of AB 341, AB 1826, Alameda County Waste Management 217 Authority Mandatory Commercial Recycling Ordinance 2012-01 (Phases 1 and 2), and Alameda 218 County Measure D Adequate Commercial Recycling standards. 219 5. The City allows Contractor to partner with the Solid Waste Contractor to prepare and distribute a 220 semi-annual newsletter to all Commercial Customers promoting and explaining Recyclable 221 Materials Diversion programs, however Contractor is not required to prepare and distribute such 222 newsletter. In the event Contractor and the Solid Waste Contractor partner together, they shall 223 determine how to share the costs of production and distribution between them. 224
225 6. Develop and use a corrective action notice for use situations where businesses set out 226 inappropriate materials.

City Council/RSA Agenda 588 Tuesday, May 27, 2025
Page E-4 Exhibit E
Union City/Tri-CED Franchise Agreement
227
228 7. Specially designed public education materials, including but not limited to flyers, posters, stickers, 229 etc., to reach Commercial Recycling Customers shall be prepared. 230 8. Prepare and make available through the Contractor’s website “how-to” information for 231 commercial Generators on Recycling, composting and Disposal in Adobe Acrobat PDF. 232
233 Special Events
234
235 1. Contractor shall participate and staff a booth or table at City or community events to promote 236 source reduction, reuse, Recycling, and composting and to answer questions about Recyclable 237 Materials Collection services. Contractor to provide educational components that can be used to 238 educate Customers and the general public about Recycling in general and Contractor and City 239 waste Diversion programs. At a minimum, Contractor shall provide this outreach service at up to 240 four (4) events annually to be determined with input from the City. Contractor may choose to 241 partner with the Solid Waste Contractor at such events.

City Council/RSA Agenda 589 Tuesday, May 27, 2025
Page F-1 Exhibit F
Union City/Tri-CED Franchise Agreement
242 EXHIBIT F
243
244 CART SPECIFICATIONS
245
246 A. CART DESIGN REQUIREMENTS
247
248 1. General
249 The Carts shall be manufactured by injection or rotational molding and meet the Cart design and 250 performance requirements as specified below. All Carts selected shall be subject to City approval. 251
252 2. Cart Handles
253 The Cart handles and handle mounts may be an integrally molded part of the Cart body or molded as part 254 of the lid. The Cart handles will provide comfortable gripping area for pulling or pushing the Cart or lifting 255 the lid. Pinch points are unacceptable.
256
257 3. Cart Lid
258 Each Container shall be provided with a lid that continuously overlaps and comes in contact with the 259 Container body or otherwise causes an interface with the Container body that simultaneously:
260
261 • Prevents the intrusion of rainwater, rodents, birds, and flies; 262 • Prevents the emission of odors;
263 • Enables the free and complete flow of material from the Container during the dump cycle 264 without interference with the material already deposited in the truck body or the truck body 265 itself and its lifting mechanism;
266 • Permits users of the Container to conveniently and easily open and shut the lid throughout 267 the serviceable life of the Container;
268 • The lid handle shall be an integrally molded part of the lid; 269 • The lid (and body) must be of such design and weight that would prevent an empty Container 270 from tilting backward when flipping the lid open; and, 271 • The lid shall be hinged to the Cart body in such a manner so as to enable the lid to be fully 272 opened, free of tension, to a position whereby it may rest against the backside of the 273 Container body.
274
275 4. Cart Colors
276 Recyclable Materials Carts shall be blue in accordance with SB 1383. Contractor may propose other colors 277 for Carts, which are subject to approval by the City. For all colors including those prescribed in this 278 paragraph, the Contractor shall obtain written approval from the City for the Cart color before 279 Contractor’s purchase of the Carts.
280
281 5. Identification Markings
282 All markings on the Containers shall be approved by the City in advance of ordering Carts. An arrow (at 283 least 3 inches by 5 inches) hot stamped in white color shall be placed on the lid, indicating the direction 284 of Cart placement.
285
City Council/RSA Agenda 590 Tuesday, May 27, 2025
Page F-2 Exhibit F
Union City/Tri-CED Franchise Agreement
286 In character size of no less than 3/16 inch, the phrase:
287
288 PLACE CONTAINER WITH ARROW FACING
289 STREET FOR COLLECTION
290 COLOQUE EL RECIPIENTE CON LAS FLECHAS
291 HACIA LA CALLE
292
293 Additionally, RECYCLING must be hot stamped in white color on the front or sides of the Cart in characters 294 no less that one inch.
295
296 B. CART PERFORMANCE REQUIREMENTS
297
298 1. General
299 All Carts shall be designed and manufactured to meet the minimum performance requirements described 300 below.
301
302 2. Cart Load Capacity
303 Depending on the capacity, the Carts shall have a minimum load capacity as noted below without 304 Container distortion, damage, or reduction in maneuverability or any other functions as required herein.

Cart Size (Gallons) Minimum Load Capacity (LBS)
90-101 200
60-68 130
30-35 70
20 40
305
306 3. Cart Durability
307 Carts shall remain durable, and at a minimum, shall meet the following durability requirements to satisfy 308 its intended use and performance, for the term of this Contract:
309
310 • Maintain its original shape and appearance;
311 • Be resistant to kicks and blows;
312 • Require no routine maintenance and essentially be maintenance free; 313 • Not warp, crack, rust, discolor, or otherwise deteriorate over time in a manner that will 314 interfere with its intended use;
315 • Resist degradation from ultraviolet radiation;
316 • Be incapable of penetration by biting or clawing of household pets (i.e., dogs and cats); 317 • The bottoms of Cart bodies must remain impervious to any damage, that would interfere with 318 the Cart’s intended use after repeated contact with gravel, concrete, asphalt, or any other 319 rough and abrasive surface;
320 • All wheel and axle assemblies are to provide continuous maneuverability and mobility as 321 originally designed and intended; and,
City Council/RSA Agenda 591 Tuesday, May 27, 2025
Page F-3 Exhibit F
Union City/Tri-CED Franchise Agreement
322 • Resist degradation by other airborne gases or particulate matter currently present in the 323 ambient air of the City.
324
325 4. Chemical Resistant
326 Carts shall resist damage from common household or Residential products and chemicals. Carts, also, 327 shall resist damage from human and animal urine and feces. 328
329 5. Stability and Maneuverability
330 The Carts shall be stable and self-balancing in the upright position, when either empty or loaded to its 331 maximum design capacity with an evenly distributed load, and with the lid in either a closed or an open 332 position.
333
334 The Carts shall be capable of maintaining its upright position in sustained or gusting winds of up to 25 335 miles per hour as applied from any direction.
336
337 The Carts shall be capable of being easily moved and maneuvered, with an evenly distributed load equal 338 in weight to its maximum design capacity on a level, sloped or stepped surface. 339
340 6. Lid Performance
341 Cart lid assemblies shall meet the following minimum requirements:
342
343 • Prevent damage to the Cart body, the lid itself or any component parts through repeated 344 opening and closing of the lid by residents or in the dumping process as intended; 345 • Remain closed in winds up to 25 miles per hour from any direction. All lid hinges must remain 346 fully functional and continually hold the lid in the original designed and intended positions 347 when either opened or closed or any position between the two extremes; and, 348 • Lid shall be designed and constructed such that it prevents physical injury to the user while 349 opening and closing the Container.
350
351 7. Reparability
352 Minor cracks, holes, and other damages to hinges, wheels, axle, hardware, and other component parts 353 shall be readily repairable by the contractor personnel. All repairs must restore the Container to its full 354 functionality to meet the design and performance requirements as set for herein.

City Council/RSA Agenda 592 Tuesday, May 27, 2025
Page G-1 Exhibit G
Union City/Tri-CED Franchise Agreement
355 EXHIBIT G
356
357 CONTRACTOR’S COMPENSATION FOR RATE YEAR TWENTY-ONE (21) 358
359 This Exhibit G shall be populated to include Contractor’s Compensation Application approved by the City 360 for Rate Year 21.
361
City Council/RSA Agenda 593 Tuesday, May 27, 2025
Page G-2 Exhibit G
Union City/Tri-CED Franchise Agreement
362
Tri-City Community Economic Development
Corporation (Tri-CED) FY 2025-2026
Compensation Adjustment Application
Description
FY 24-25
Approved
FY 2025-2026
FINAL
Cost of Operations
Route Drivers' Labor-related Costs $ 1,355,422 $ 1,439,954 Route Drivers' medical costs $ 118,022 $ 115,039
Route Drivers' workers' Compensation $ 113,280 $ 79,129 Subtotal Wages $ 1,586,724 $ 1,634,122
Vehicle-related costs (excluding fuel) $ 227,086 $ 357,344 Fuel costs $ 94,691 $ 95,140
Direct Depreciation $ 293,520 $ 160,321
Other Cost $ 258,422 $ 311,463
Recycling Processing Cost $ 531,676 $ 558,196
Total Annual Cost of Operations $ 2,992,119 $ 3,116,587 Profit* $ 225,213 234,582
Pass-Through Costs:

Other Costs $ 71,213
Interest expense $ 57,857 $ 11,222
Recycling Processing Disposal $ 174,414 $ 183,114
Total Pass-Through Costs $ 232,271 $ 194,336
Contractor’s Comp before City Fees & Bad Debt $ 3,449,603 $ 3,545,505 Bad Debt $ 35,455
Contractor’s Comp w/ Bad Debt before City Fees $ 3,652,173 City Fees:

Franchise Fees $ 799,851 $ 838,674
City Fees Before Bad Debt $ 799,851 $ 838,674
Bad Debt $ 8,222
City Fees w/ Bad Debt $ 846,896
Total Contractor’s Compensation w/ City Fees $ 4,249,454 $ 4,384,179 Total Contractor's Compensation w/ City Fees & Bad Debt $ 4,499,069 Proposed 2025/2026 Rate Adjustment 5.87%
Operating Ratio 93.00% 93.00%
City Council/RSA Agenda 594 Tuesday, May 27, 2025
Page H-1 Exhibit H
Union City/Tri-CED Franchise Agreement
363 EXHIBIT H
364
365 IRAN CONTRACTING CERTIFICATION
366
367 Pursuant to Public Contract Code Section 2200 et seq., (“Iran Contracting Act of 2010”), Contractor 368 certifies that:
369
370 (1) Contractor is not identified on the list created by the California Department of General Services 371 (“DGS”) pursuant to California Public Contract Code Section 2203(b) as a Person engaging in 372 investment activities in Iran; and
373 (2) Contractor is not a financial institution that extends twenty million dollars ($20,000,000) or 374 more in credit to another Person, for forty-five (45) Days or more, if that Person will use the 375 credit to provide goods or services in the energy sector in Iran and is identified on the DGS list 376 made pursuant to Section 2203(b).
377 As used herein, “Person” shall mean a “Person” as defined in Public Contract Code Section 2202(e). 378
379 I, the official named below, CERTIFY UNDER PENALTY OF PERJURY, that I am duly authorized to legally 380 bind the Contractor to this Certification, which is made under the laws of the State of California. 381
382 ______________________________________ (“Contractor”) 383 By:___________________________________ (Signature)
384 Name:________________________________ (Printed Name) 385 Title:_________________________________
386 Date:_________________________________
City Council/RSA Agenda 595 Tuesday, May 27, 2025
Page I-1 Exhibit I
Union City/Tri-CED Franchise Agreement
387 EXHIBIT I
388
389 PROTOCOLS FOR CONTAMINATION AND RESIDUE MANAGEMENT
390
391 E. CONTAMINATION MANAGEMENT
392
393 1. Characterization Process
394 Contractor shall, at the time intervals required and further specified herein, conduct Characterizations of 395 Source Separated Recyclable Materials to determine the Contamination Level. The constituent materials 396 Characterization of Contractor’s inbound Recyclable Materials shall be conducted using a standard 397 sorting table method(hereinafter “Characterization”). The Characterization must include representative 398 samples of the inbound Recyclable Materials collected by Contractor from City, which means that said 399 representative samples shall include materials from multiple loads, on varying days or routes. Each 400 Characterization shall be certified by authorized personnel or officer of the owner or operator of the 401 Approved Recyclables Materials Processing Facility. 402
403 Contractor shall submit to the City a Characterization Plan delineating all aspects of the Characterization 404 process fifteen (15) Business Days prior to scheduling Characterization. City will provide written comments 405 within seven (7) Business Days and Contractor shall address all comments to the City’s satisfaction in 406 advance of the Characterizations. City shall be allowed to attend and observe all aspects of the 407 Characterizations. The results of the Characterizations shall be delivered to the City within one (1) week 408 of the date the Characterization was performed. The results of the Characterizations shall be used to 409 determine the Contamination Level for the Recyclable Materials, until the next Characterization is 410 performed.
411
412 At a minimum, Contractor shall conduct Characterizations every six (6) months. The Contractor may, at 413 its discretion, perform Characterizations more frequently and at any time, notwithstanding any potential 414 defaults described in paragraph 3 herein.
415
416 2. Contamination Level Less than Ten Percent
417 Contractor shall begin Processing all Source Separated Recyclable Materials it Collects in the City upon the 418 Commencement Date. The Contamination Level is required to be less than ten percent (10.0%) by weight 419 for all material streams.
420
421 3. Consequence of Contamination Level Equal to or Greater than Ten Percent 422 Although the City does not construe the agreement between the City and the Designated Transfer Facility, 423 dated September 27, 2007, to mean that any Source Separated Recyclable Material load or any other 424 Recyclable Material load composed of ten percent (10.0%) or greater Contamination by weight shall be 425 considered Mixed Municipal Waste and/or Solid Waste, the City and Contractor agree that in the event 426 the Characterization of the Recyclable Materials results in a Contamination Level equal to or greater than 427 ten percent (10.0%) by weight, Contractor shall develop a procedure for warning residents or businesses 428 that are contaminating the Recyclable Materials. Any and all such procedures require City approval prior 429 to implementation by Contractor.

City Council/RSA Agenda 596 Tuesday, May 27, 2025
Page I-2 Exhibit I
Union City/Tri-CED Franchise Agreement
430 A. The Contractor shall automatically be deemed on notice of default by City of its potential failure 431 to meet Residue Level requirements stated in the Agreement as of the date the Characterization 432 is performed.
433
434 B. The Contractor shall have one hundred eighty (180) days from the date of said Characterization 435 to modify its Processing methods, perform outreach to Customers, take other corrective 436 measures, and/or conduct other public relations acts all with the goal of reducing the Residue 437 Level to less than ten percent (10.0%).
438
439 C. If at any time during this one hundred eighty (180) day period, the Contractor performs a 440 Characterization that indicates the Residue Level is less than ten percent (10.0%), the one hundred 441 eighty (180) day default notice is automatically rescinded and such Residue Level from the most442 recent Characterization shall be effective for the next six (6) month period. 443
444 D. The Contractor shall perform a Characterization within one (1) week of the expiration of the one 445 hundred eighty (180) day automatic notice period. If said Characterization results in a Residue 446 Level equal to or greater than ten percent (10.0%) for the Recyclable Materials, the Contractor 447 shall be in default of this Agreement.
448
449 E. The Contractor shall develop a procedure for warning residents or businesses that are 450 contaminating the Recyclable Materials. Any and all such procedures require City approval prior 451 to implementation by Contractor.
452
453
454 F. RESIDUE MANAGEMENT
455
456 1. Residue Calculation
457 Contractor shall monitor the amount of Residue generated from processing Collected Recyclable 458 Materials on a regular basis. Residue shall be the total weight of materials separated from or resulting 459 from processing Collected Recyclable Materials that are sent to the Designated Transfer Facility or any 460 other destination that results in said material being transferred for disposal at landfill or an alternative 461 disposal method.
462
463 For the purposes of determining the Acceptable Residue Level and the imposition of related 464 consequences, as delineated in the below sections B.2 and B.3, respectively, the Residue calculation shall 465 be total Residual delivered for disposal divided by total inbound Recyclable Materials generated during 466 the Rate Year prior to submittal of Contractor’s Compensation Adjustment Application. The following 467 provides an example of the annual Residue calculation:
468
469 Rate Year 18 (FY 2022-2023)
470 • Total Inbound Recyclable Materials = 9,742.99 tons 471 • Total Residuals Delivered for Disposal = 5,607.13 472 • Residue Level = 57.55%
473
City Council/RSA Agenda 597 Tuesday, May 27, 2025
Page I-3 Exhibit I
Union City/Tri-CED Franchise Agreement
474
475
476 2. Reporting of Residue Level
477 Contractor shall include the Residue Level in its Monthly and Annual Reports submitted to the City as set 478 forth in this Agreement. Contractor shall include in its Monthly and Annual Reports submitted to the City 479 a list of all inbound Recyclable Materials loads. Upon City request, Contactor shall provide all of 480 Contractor’s inbound Recyclable Materials weight tickets and all weight tickets of Residue delivered to 481 the Designated Transfer Facility or alternative disposal location within three (3) Business Days. 482
483 3. Acceptable Residue Level
484 Commencing with Rate Year 2 beginning on July 1, 2026, Contractor shall annually be required to achieve 485 the following Acceptable Residue Levels:
486 • Rate Year 21 – Not Applicable
487 • Rate Year 22 – 35.0% Acceptable Residue Level
488 • Rate Year 23 – 30.0% Acceptable Residue Level
489 • Rate Year 24 through 30 – 25.0% Acceptable Residue Level 490
491 4. Consequence of Exceeding Acceptable Residue Level 492 Contractor’s Compensation for the applicable Rate Year shall be reduced by $30,000.00 for each one 493 percent (1.0%) or fraction thereof when the Residue Level exceeds the Acceptable Residue Levels 494 prescribed in Section B.3 of this Exhibit I. The annual cap on the compensation reduction due to exceeding 495 the Acceptable Residue Level for any Rate Year shall be $150,000.00. The City shall impose any calculated 496 compensation deduction over a ten (10) month period. Contractor’s Compensation deduction for 497 exceeding the Acceptable Residue Levels shall occur in accordance with the following schedule:
498
499 Rate Year 21 - FY 2025-2026
500 • Compensation Adjustment Application due 3/1/2025
Year Month
Union City
Inbound
Tons
Hayward
Inbound
Tons
Total
Inbound
(Processed)
Tons
Residual Tons
Calculated
Residue
Level
2022 July 478.12 1,105.45 1,583.57 975.24 61.58%
August 489.80 1,204.36 1,694.16 894.70 52.81%
September 492.00 1,112.64 1,604.64 892.14 55.60%
October 460.56 1,001.68 1,462.24 896.52 61.31%
November 499.05 1,180.75 1,679.80 925.72 55.11%
December 509.89 1,208.69 1,718.58 1,022.81 59.51%
2023 January 554.27 1,310.45 1,864.72 1,141.47 61.21%
February 427.91 1,009.00 1,436.91 893.23 62.16%
March 506.51 1,046.49 1,553.00 1,056.47 68.03%
April 427.41 961.35 1,388.76 799.38 57.56%
May 505.90 1,105.70 1,611.60 799.11 49.58%
June 480.75 1,063.39 1,544.14 742.69 48.10%
Totals 2,929.42 6,813.57 9,742.99 5,607.13 57.55%
City Council/RSA Agenda 598 Tuesday, May 27, 2025
Page I-4 Exhibit I
Union City/Tri-CED Franchise Agreement
501 • Residue Level calculation based on 1/1/2025-12/31/2025 502 • Compensation deduction – Not Applicable
503
504 Rate Year 22 -FY 2026-2027
505 • Compensation Adjustment Application due 3/1/2026
506 • Residue Level calculation based on 7/1/2025 through 6/30/2026 507 • Compensation deduction applied 9/1/2026 through 6/30/2027 508
509 Rate Year 23 - FY 2027-2028 – Year 4 = Year 3 below 510 • Compensation Adjustment Application due 3/1/2027
511 • Residue Level calculation based on 7/1/2026 through 6/30/2027 512 • Compensation deduction applied 9/1/2027 through 6/30/2028 513
514 Rate Year 24 - FY 2028-2029
515 • Compensation Adjustment Application due 3/1/2028
516 • Residue Level calculation based on 7/1/2027 through 6/30/2028 517 • Compensation deduction applied 9/1/2028 through 6/30/2029 518
519 Rate Year 25 - FY 2029-2030
520 • Compensation Adjustment Application due 3/1/2029
521 • Residue Level calculation based on 7/1/2028 through 6/30/2029 522 • Compensation deduction applied 9/1/2029 through 6/30/2030 523
524 Rate Year 26 - FY 2030-2031
525 • Compensation Adjustment Application due 3/1/2030
526 • Residue Level calculation based on 7/1/2029 through 6/30/2030 527 • Compensation deduction applied 9/1/2030 through 6/30/2031 528
529 Rate Year 27 - FY 2031-2032
530 • Compensation Adjustment Application due 3/1/2031
531 • Residue Level calculation based on 7/1/2030 through 6/30/2031 532 • Compensation deduction applied 9/1/2031 through 6/30/2032 533
534 Rate Year 28 - FY 2032-2033
535 • Compensation Adjustment Application due 3/1/2032
536 • Residue Level calculation based on 7/1/2031 through 6/30/2032 537 • Compensation deduction applied 9/1/2032 through 6/30/2033 538
539 Rate Year 29 - FY 2033-2034
540 • Compensation Adjustment Application due 3/1/2033
541 • Residue Level calculation based on 7/1/2032 through 6/30/2033 542 • Compensation deduction applied 9/1/2033 through 6/30/2034 543
544 Rate Year 30 - FY 2034-2035
545 • Compensation Adjustment Application due 3/1/2034
546 • Residue Level calculation based on 7/1/2033 through 6/30/2034 City Council/RSA Agenda 599 Tuesday, May 27, 2025
Page I-5 Exhibit I
Union City/Tri-CED Franchise Agreement
547 • Compensation deduction applied 9/1/2034 through 6/30/2035 548
549 5. Appeal of Consequence of Exceeding Acceptable Residue Level 550 Contractor may appeal the imposition of a deduction to Contractor’s Compensation due to exceeding the 551 Acceptable Residue Level, due to unforeseen events or circumstances that occurred during the Rate Year 552 that were beyond Contractor’s reasonable control or influence, and that impacted Contractor’s recycling 553 processing performance and the associated calculated Residue Level, and the City Manage will consider 554 Contractor’s appeal timely.
555
556 Contractor shall be obligated to submit its appeal to the City Manager for an adjustment, suspension or 557 waiver of the calculated deduction to Contractor’s Compensation for exceeding the Acceptable Residue 558 Level within five (5) Business Days after submittal of Contractor’s June Monthly Report to the City. 559 Contractor’s appeal must include all relevant details, assumptions, documentation and other data and 560 information necessary to provide justification for said appeal. The City Manager will review Contractor’s 561 appeal timely, request additional details and information if necessary, and make a determination. The City 562 Manager’s determination shall be final. In the event Contractor appeals to the City for relief of the 563 imposition of a compensation deduction for Contractor exceeding the Acceptable Residue Level, the City 564 may, at its sole discretion, delay the imposition of said deduction to Contractor’s Compensation until the 565 City makes its final determination on Contractor’s appeal. At the sole discretion of the City Manager, the 566 consequences for exceeding the Acceptable Residue Level may be reduced, suspended or waived. 567
City Council/RSA Agenda 600 Tuesday, May 27, 2025
Page J-1 Exhibit J
Union City/Tri-CED Franchise Agreement
568
569 EXHIBIT J
570
571 RESERVED
572
City Council/RSA Agenda 601 Tuesday, May 27, 2025
Page K-1 Exhibit K
Union City/Tri-CED Franchise Agreement
573 EXHIBIT K
574
575 PERFORMANCE SECURITY
576
City Council/RSA Agenda 602 Tuesday, May 27, 2025
Page L-1 Exhibit L
Union City/Tri-CED Franchise Agreement
577 EXHIBIT L
578 RESERVED
579
City Council/RSA Agenda 603 Tuesday, May 27, 2025
Page M-1 Exhibit M
Union City/Tri-CED Franchise Agreement
580
581
582 EXHIBIT M
583 BAD DEBT RECOVERY ESCALATION PLAN
584 This Exhibit M is populated to include the Bad Debt Recovery Escalation Plan included in the Franchise 585 Agreement with Solid Waste Contractor, as follows:
586
587 Republic Services commits to executing a Bad Debt Recovery Escalation Plan to minimize the effects of 588 bad debt on all parties involved. The plan is outlined below and will be followed for residential accounts 589 that are past due on payment:
• Five (5) days past due – 590
• First (1st) Email Notice sent to customer notifying customer that they are past due. If no 591 email on file, customer shall receive a phone call. 592 • Ten (10) Days Past Due – 593
• First (1st) Direct Phone Contact by Republic Services representative 594 • Second (2nd) Email Notice sent to customer notifying customer that they are past due. 595 • Fifteen (15) Days Past Due – 596
• Third (3rd) Email Notice 597
• First (1st) Demand Intent Letter sent via certified mail to customer. This correspondence 598 shall include an explanation of payment options to facilitate collection of past due 599 monies, while ensuring service continues uninterrupted. 600 • Forty-Five (45) Days Past Due – 601
• Fourth (4th) Email Notice 602
• Second (2nd) Direct Phone Contact to establish a payment plan with the customer. 603 • Second (2nd) Demand Intent Letter sent via certified mail to customer. 604 • Sixty (60) Days Past Due – 605
• Third (3rd) and Final Direct Phone Contact to establish payment plan and notify customer 606 of pending service interrupt, and transfer of account to collection agency. 607 • Fifth (5th) Email Notice 608
• First (1st) Service Interrupt Intent Letter sent via certified mail notifying customer that 609 their service will be suspended if the outstanding balance is not paid. 610 • Seventy (70) Days Past Due – 611
• Account placed on "Service Interrupt" 612
• Seventy (70) Days Past Due – 613
• Robo-call Phone Message every other day (13 Calls) 614 • Ninety (90) Days Past Due – 615
• Final Direct Phone Contact 616
• Final Email Notice 617
• Final Service Interrupt Intent Letter sent via certified mail. This Letter shall include the 618 following: 619
• payment plan options 620
• notice of service interrupt 621
• notice of transfer of account to collection agency 622 • notice of violation of City Municipal Code and potential Code Enforcement 623 actions 624
• Ninety-Five (95) Days Past Due – 625
• Submit past-due amount to collection agency 626
City Council/RSA Agenda 604 Tuesday, May 27, 2025
Page M-2 Exhibit M
Union City/Tri-CED Franchise Agreement
627
628 In addition to the process above, Republic Services will submit a Bad Debt Aging report to the City on a 629 monthly basis.
630
City Council/RSA Agenda 605 Tuesday, May 27, 2025
Page N-1 Exhibit N
Union City/Tri-CED Franchise Agreement
631 EXHIBIT N
632 BAD DEBT COST SHARING MODEL
633 This Exhibit N is populated to include the Bad Debt Cost Sharing Model included in the Franchise 634 Agreement with Solid Waste Contractor, as follows:
635
636 Tables 1-5 below provides an example of the Bad Debt calculations for Rate Years 21 (2025-2026) through 637 23 (2027-2028). This example is provided to memorialize the calculations agreed to by the parties to 638 potentially mitigate the loss of revenue that may be associated with Bad Debt aging from direct billing of 639 Residential Customers.
640
641
642

1. 2024-25 & 2025-26 BASE DETAIL
Contractor's Compensation and City Fees 2024-25
Actual
2025-26
Estimate
Republic Services % Increase
Total Contractor's Compensation (Residential and Commercial) $ 15,513,803 $ 17,375,459 12.0% Total City Fees $ 7,149,413 $ 7,675,734 7.4%
Revenue Requirement $ 22,663,216 $ 25,051,193 10.5%
Residential Only (tax roll) Revenue (includes City Fees) $ 8,382,783 $ 9,388,717 12.0% City Fees - Franchise Fees $ 7,149,413 $ 7,675,734 7.4% RS - Residential (tax roll) Compensation (includes City Fees) $ 8,382,783 $ 9,388,717 12.0% City Fees $ 2,699,123 $ 2,900,308 7.5%
Tri-CED
Residential Only (tax roll) Revenue (includes City Fees) $ 4,083,988 $ 4,574,066 12.0% Total Contractor's Compensation $ 3,449,604 $ 3,863,556 12.0% Total City Fees $ 799,851 $ 882,641 10.4%
Revenue Requirement $ 4,249,455 $ 4,746,197 11.7%
City Fees - Franchise Fees $ 799,851 $ 882,641 10.4%
Combined
Total Contractor's Compensation $ 18,963,407 $ 21,239,016 12.0% Total City Fees $ 7,949,264 $ 8,558,375 7.7%
Revenue Requirement $ 26,912,671 $ 29,797,391 10.7%
City Council/RSA Agenda 606 Tuesday, May 27, 2025
Page N-2 Exhibit N
Union City/Tri-CED Franchise Agreement
643
644

2. 2025-26 CALCULATION
Residential Only 2024-25 Tax Roll
Actual % City Fees 2025-26 % Revenue % City Fees
Republic Services (RS) Revenue Requirement (includes City Fees) $ 8,382,783 $ 9,388,717 66.42% City Fees $ 2,699,123 32.20% $ 2,900,308 30.89%
Tri-CED (TC) Revenue Requirement (includes City Fees) $ 4,249,455 $ 4,746,197 33.58% City Fees $ 799,851 18.82% $ 882,641 18.60%
Total Revenue Requirement $ 12,632,238 $ 14,134,914 $ 14,134,914 Ck Total City Fees $ 3,498,974 $ 3,782,949
Bad Debt % 1.00%
Total Bad Debt Included in Compensation $ 141,349
RS - Bad Debt Allocation $ 93,887
City Fees $ 29,003
RS - Prospective Bad Debt Compensation $ 64,884
TC - Bad Debt Allocation $ 47,462
City Fees $ 8,826
TC - Prospective Bad Debt Compensation $ 38,636
City Fees - Prospective Bad Debt Allocation $ 37,829
Revenue Requirement
RS - Revenue Requirement (includes City Fees & Bad Debt) $ 9,482,604 TC - Revenue Requirement (includes City Fees & Bad Debt) $ 4,793,659 Total Revenue Requirement $ 14,276,264
Contractor's Compensation
RS - Total Contractor's Compensation (excludes Bad Debt) $ 6,488,409 City Fees $ 2,900,308
TC - Total Contractor's Compensation (excludes Bad Debt $ 3,863,556 City Fees $ 882,641
RS - Total Contractor's Compensation (includes Bad Debt) $ 6,553,293 TC - Total Contractor's Compensation (includes Bad Debt) $ 3,902,192 Total City Fees (includes Bad Debt) $ 3,820,778
Total Revenue Requirement $ 14,276,264
City Council/RSA Agenda 607 Tuesday, May 27, 2025
Page N-3 Exhibit N
Union City/Tri-CED Franchise Agreement
645
646

3. 2026-27 CALCULATION
Residential Only 2025-26 2026-27 % Revenue % City Fees % Increase Republic Services (RS) Revenue Requirement (includes City Fees) $ 9,388,717 $ 9,858,153 66.21% 5.0% RS Total Contractor's Compensation $ 6,488,409 $ 6,812,829 5.0% City Fees - Franchise Fee $ 2,900,308 $ 2,994,195 30.37% 3.2% Tri-CED
Tri-CED (TC) Revenue Requirement (includes City Fees) $ 4,746,197 $ 5,032,101 33.79% 6.0% TC Total Contractor's Compensation $ 3,863,556 $ 4,056,734 5.0% City Fees - Franchise Fees $ 882,641 $ 975,367
Total City Fees $ 882,641 $ 975,367 19.38%
Actual Bad Debt $ 280,000
Projected Bad Debt $ 141,349
50% of Variance $ 69,325
RS - Bad Debt Allocation $ 45,897 66.21%
City Fees $ 13,940 30.37%
RS - Prospective Bad Debt Compensation $ 31,957
TC - Bad Debt Allocation $ 23,428 33.79%
City Fees $ 4,541 19.38%
TC - Prospective Bad Debt Compensation $ 18,887
RS - Contractor's Compensation $ 6,488,409 $ 6,812,829 5.00% RS - Prospective Bad Debt $ 64,884 $ 96,841 49.25%
Total RS Contractor's Compensation $ 6,553,293 $ 6,909,670 5.44% TC - Contractor's Compensation $ 3,863,556 $ 4,056,734 5.00% TC - Prospective Bad Debt $ 38,636 $ 57,523 48.89%
Total TC Contractor's Compensation $ 3,902,192 $ 4,114,257 5.43% City Fees $ 3,782,949 $ 3,969,562 4.93%
City Fees Prospective Bad Debt Allocation $ 37,829 $ 56,311 48.85% Total City Fees $ 3,820,778 $ 4,025,873 5.37%
Revenue Requirement
RS - Revenue Requirement (includes City Fees & Bad Debt) $ 9,482,604 $ 9,917,806 4.59% TC - Revenue Requirement (includes City Fees & Bad Debt) $ 4,793,659 $ 5,094,165 6.27% Total Revenue Requirement $ 14,276,264 $ 15,011,971 5.15% Contractor's Compensation (excludes Bad Debt)
RS - Total Contractor's Compensation $ 6,488,409 $ 6,812,829 5.00% City Fees $ 2,900,308 $ 2,994,195 3.24%
TC - Total Contractor's Compensation $ 3,863,556 $ 4,056,734 5.00% City Fees (excludes Bad Debt) $ 882,641 $ 975,367 10.51% Contractor's Compensation (includes Bad Debt)
RS - Total Contractor's Compensation $ 6,553,293 $ 6,909,670 5.44% TC - Total Contractor's Compensation $ 3,902,192 $ 4,114,257 5.43% Total City Fees $ 3,820,778 $ 4,025,873 5.37%
Total Revenue Requirement $ 14,276,264 $ 15,049,800 5.42% City Council/RSA Agenda 608 Tuesday, May 27, 2025
Page N-4 Exhibit N
Union City/Tri-CED Franchise Agreement
647
648

4. 2027-28 CALCULATION
Residential Only 2026-27 2027-28 % Revenue % City Fees % Increase Republic Services (RS) Revenue Requirement (includes City Fees) $ 9,858,153 $ 10,351,060 65.97% 5.0% RS Total Contractor's Compensation $ 6,812,829 $ 7,153,471 5.0% City Fees
Storm Water Fee $ 1,278,206 $ 1,278,206 0.0%
Franchise Fees (@ 20.0% of gross revenues) $ 1,715,989 $ 1,814,571 5.7% Total City Fees $ 2,994,195 $ 3,092,777 29.88% 3.3%
Tri-CED
Tri-CED (TC) Revenue Requirement (includes City Fees) $ 5,032,101 $ 5,338,790 34.03% 6.1% TC Total Contractor's Compensation $ 4,056,734 $ 4,259,571 5.0% Total City Fees
Vehicle Impact Fee $ 109,930 $ 109,930
Franchise Fees (@ 20.0% of gross revenues) $ 865,437 $ 969,289 12.0% Total City Fees $ 975,367 $ 1,079,219 20.21%
Actual Bad Debt $ 320,000
RS - Bad Debt Allocation $ 211,114 65.97%
City Fees $ 63,078 29.88%
RS - Prospective Bad Debt Compensation $ 148,035
TC - Bad Debt Allocation $ 108,886 34.03%
City Fees $ 22,011 20.21%
TC - Prospective Bad Debt Compensation $ 86,875
RS - Contractor's Compensation $ 6,812,829 $ 7,153,471 5.00% RS - Prospective Bad Debt $ 96,841 $ 148,035 52.86%
Total RS Contractor's Compensation $ 6,909,670 $ 7,301,506 5.67% TC - Contractor's Compensation $ 4,056,734 $ 4,259,571 5.00% TC - Prospective Bad Debt $ 57,523 $ 86,875 51.03%
Total TC Contractor's Compensation $ 4,114,257 $ 4,346,446 5.64% City Fees $ 3,969,562 $ 4,171,996 5.10%
City Fees Prospective Bad Debt Allocation $ 56,311 $ 85,089 51.11% Total City Fees $ 4,025,873 $ 4,257,085 5.74%
Revenue Requirement (includes City Fees and Bad Debt)
RS - Revenue Requirement $ 9,917,806 $ 10,457,361 5.44% TC - Revenue Requirement $ 5,094,165 $ 5,447,677 6.94%
Total Revenue Requirement $ 15,011,971 $ 15,905,038 5.95% Contractor's Compensation (excludes Bad Debt)
RS - Total Contractor's Compensation $ 6,812,829 $ 7,153,471 5.00% City Fees $ 2,994,195 $ 3,092,777 3.29%
TC - Total Contractor's Compensation $ 4,056,734 $ 4,259,571 5.00% City Fees $ 975,367 $ 1,079,219 10.65%
Contractor's Compensation (includes Bad Debt)
RS - Total Contractor's Compensation $ 6,909,670 $ 7,301,506 5.67% TC - Total Contractor's Compensation $ 4,114,257 $ 4,346,446 5.64% Total City Fees $ 4,025,873 $ 4,257,085 5.74%
Total Revenue Requirement $ 15,049,800 $ 15,905,038 5.68% City Council/RSA Agenda 609 Tuesday, May 27, 2025
Page N-5 Exhibit N
Union City/Tri-CED Franchise Agreement
649
650

5. BAD DEBT SHARING RESULTS SUMMARY
Residential Only 2025-26 2026-27 2027-28
Calculated Contractor's Compensation (includes Bad Debt) RS - Total Contractor's Compensation $ 6,553,293 $ 6,909,670 $ 7,301,506 TC - Total Contractor's Compensation $ 3,902,192 $ 4,114,257 $ 4,346,446 Total City Fees $ 3,820,778 $ 4,025,873 $ 4,257,085
Total Revenue Requirement $ 14,276,264 $ 15,049,800 $ 15,905,038 Actual Bad Debt $ 280,000 $ 320,000
Prospective Bad Debt Compensation and City Fees $ 141,349 $ 210,675 Net Actual Bad Debt $ 138,651 $ 109,325
RS Allocation $ 92,095 $ 72,379
City Fees Allocation $ 28,449 $ 21,984
Net RS Allocation $ 63,645 $ 50,396
TC Allocation $ 46,556 $ 36,946
City Fees Allocation $ 8,658 $ 7,161
Net TC Allocation $ 37,898 $ 29,785
Actual Contractor's Compensation
RS $ 6,489,648 $ 6,859,275
TC $ 3,864,294 $ 4,084,472
City Fees $ 3,783,671 $ 3,996,728
Bad Debt Sharing Result
RS $ (63,645) $ (50,396)
TC $ (37,898) $ (29,785)
City Fees $ (37,107) $ (29,145)
Ck $ (138,651) $ (109,325)
City Council/RSA Agenda 610 Tuesday, May 27, 2025
Page N-6 Exhibit N
Union City/Tri-CED Franchise Agreement
651
City Council/RSA Agenda 611 Tuesday, May 27, 2025
Page O-1 Exhibit O
Union City/Tri-CED Franchise Agreement
652 EXHIBIT O
653 INDEX-BASED COMPENSATION METHODOLOGY
654 1. GENERAL
655 The City shall use the index-based Rate adjustment method described in this Exhibit to determine 656 Maximum Rates for Rate Years 22 through 30 and if applicable, Rate Years 31 through 35. 657
658 The index-based adjustment involves application of an index to various costs that comprise the Total 659 Contractor’s Compensation for the current Rate Year to determine the Total Contractor’s Compensation 660 for the coming Rate Year. The difference (measured as a percentage) between the Total Contractor’s 661 Compensation for the coming Rate Year and the Total Contractor’s Compensation for the then-current 662 Rate Year is the Rate Adjustment Factor. The Rate Adjustment Factor is applied to the current Maximum 663 Rates to determine the Maximum Rates for the coming Rate Year. 664 2. DEFINITIONS
665 Terms in upper case not otherwise defined in Article 1 of the Agreement or in this Exhibit are defined by 666 reference to the line items in upper case as they appear in the Indexed Adjustment Example chart 667 attached to this Exhibit (for example, Total Contractor’s Compensation, Cost of Operations, Profit, Pass668 Through Costs). In addition, the following terms are defined for the purposes of this Exhibit. 669
670 A. “Annual Percentage Change” means the average CPI value for the 12-month period from January 671 through December of the then-current Rate Year minus the average CPI value for 12-month 672 period from January through December of the most-recently completed Rate Year, divided by the 673 average CPI value for the 12-month period from January through December of the most-recently 674 completed Rate Year; or 5.0 percent whichever is less. The Annual Percentage Change shall be 675 rounded to the nearest thousandth.
676
677 For Rate Year 22 (Fiscal Year 2026-2027), beginning on July 1, 2026, and for subsequent Rate Years 678 thereafter, the rates shall be adjusted based on one-hundred percent (100.0%) of the average 679 change in the CPI for the twelve (12) month period from January to December. Therefore, the first 680 rate adjustment subject to this Index-based Rate adjustment method, effective July 1, 2026, will 681 be based on the percentage change in CPI for the average CPI value from January 1, 2025, through 682 December 31, 2025, compared to the average CPI value from January 1, 2024, through December 683 31, 2024, rounded to the nearest one-hundredth of a percent (1/100%). The CPI to be used shall 684 be the series CUSR0000SEHG, Water and Sewer and Garbage Collection Services in U.S. city 685 average, all urban consumers, seasonally adjusted.
686
687 For example, if the Contractor is preparing its rate application for Maximum Rates to be effective 688 for Rate Year 22 (Rate Year 2026/2027), the Annual Percentage Change shall be calculated as 689 follows: [(Average CPI for January 2024 through December 2025) – (Average CPI for January 2023 690 through December 2024)] / (Average CPI for January 2023 through December 2024). 691
692 B. “CPI” means the consumer price index and shall be the series CUSR0000SEHG, Water and Sewer 693 and Trash Collection Services in U.S. City Average, all urban consumers, seasonally adjusted, 694 compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its 695 successor agency., using the following parameters:
696
697 CPI Parameters:
698 Area – U.S. City Average
City Council/RSA Agenda 612 Tuesday, May 27, 2025
Page O-2 Exhibit O
Union City/Tri-CED Franchise Agreement
699 Item – All Items
700 Base Period – index 1997 = 100
701 Seasonally adjusted
702 Frequency - Monthly
703 Series ID – CUSR0000SEHG
704
705 E. “Rate Cap Adjustment” means the amount to be included the Total Contractor’s Compensation 706 if a cap on the Rate Adjustment Factor is applicable pursuant to Section 5 of Exhibit O. 707
708 F. “Total Contractor’s Compensation” means the total amount to be used as a basis for determining 709 the Rate Adjustment Factor. The Total Contractor’s Compensation does not reflect or in any way 710 guarantee the Gross Rate Revenues that will be generated by Rates or retained by the Contractor. 711 3. TOTAL CONTRACTOR’S COMPENSATION FOR RATE YEAR TWENTY-ONE 712 The Total Contractor’s Compensation for Rate Year Twenty-One is presented in Exhibit G. 713
714 Profit is calculated using a 93.00% operating ratio for all costs. 715 4. ADJUSTMENT OF TOTAL CONTRACTOR’S COMPENSATION
716 The cost components of the Total Contractor’s Compensation shall be adjusted in the following manner.. 717
718 A. Total Annual Cost of Operations
719
720 (1) Route Drivers Labor-Related Costs, Route Drivers Medical Costs, Route Drivers Workers 721 Compensation. The Route Drivers Labor-Related Costs, Route Drivers Medical Costs, Route 722 Drivers Workers Compensation costs of the then-current Total Contractor’s Compensation 723 shall be multiplied by 1 plus the Annual Percentage Change in the CPI. 724
725 (2) Vehicle Related Cost (excluding fuel). The Vehicle Related Cost (excluding fuel) of the then726 current Total Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage 727 Change in the CPI.
728
729 (3) Fuel Costs. The Fuel Costs of the then-current Total Contractor’s Compensation shall be 730 multiplied by 1 plus the Annual Percentage Change in the CPI. 731
732 (4) Direct Depreciation. Direct Depreciation is $160,321 per year for Contractor and $133,071 733 for Recyclable Materials Cart Contractor and shall not be adjusted over the Term of the 734 Agreement.
735
736 (5) Other Cost. Other Cost of the then-current Total Contractor’s Compensation shall be 737 multiplied by 1 plus the Annual Percentage Change in the CPI Rate Year. 738
739 (6) Recycling Processing Cost. The Recycling Processing Cost of the then-current Total 740 Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in 741 the CPI.
742
743 (7) Total Annual Cost of Operations. The Total Annual Cost of Operations for the coming Rate 744 Year shall equal the sum of costs calculated in subsections (1) through (6) above. 745
City Council/RSA Agenda 613 Tuesday, May 27, 2025
Page O-3 Exhibit O
Union City/Tri-CED Franchise Agreement
746 B. Profit. Profit for the coming Rate Year shall be determined by calculating profit on Contractor’s 747 costs. The profit shall be calculated in the following manner:
748
749 (1) Profit on Contractor’s costs excluding Tri-CED costs = [(Total Cost of Operations for the 750 coming Rate Year / 93.00%] – (Total Cost of Operations for the coming Rate Year). 751
752 C. Pass-Through Costs
753
754 (1) Other Costs. The Other Costs of the then-current Total Contractor’s Compensation shall be 755 multiplied by 1 plus the Annual Percentage Change in the CPI. 756
757 (2) Interest Expense. Interest Expense is $11,222 per year and shall not be adjusted over the Term 758 of the Agreement.
759
760 (3) Recycling Processing Disposal. The Recycling Processing Disposal of the then-current Total 761 Contractor’s Compensation shall be multiplied by 1 plus the Annual Percentage Change in the CPI. 762
763 (4) Bad Debt Reconciliation. Bad Debt shall be included in Contractor’s Compensation as a pass764 through expense and shall be calculated as follows for the Term. 765
766 a) Rate Year 21 – one (1) percent of the calculated Revenue Requirement approved by 767 the City for Contractor.
768 b) Rate Year 22 – the amount calculated for Rate Year 21 plus fifty (50) percent of the 769 actual Bad Debt accrued by Contractor during July 1 through April 1 of Rate Year 21 770 (July 1, 2025 through April 1, 2026)
771 c) Rate Year 23 – the actual amount accrued by Contractor during July 1 through April 772 1 of Rate Year 22 (July 1, 2026 through April 1, 2027). 773 d) Rate Year 24 through 30 – the actual amount accrued from July 1 through April 1 of 774 the previous Rate Year.
775
776 Contractor’s Compensation Application due on March 1 shall include Contractor’s projected 777 Bad Debt calculations. City shall approve an amendment to Contractor’s Compensation 778 Application submitted timely (by March 1) with regard to the amount of Bad Debt calculated 779 pursuant to the above prescribed schedule and process since the applicable Bad Debt is 780 accrued through April 1, while Contractor’s Compensation Adjustment Application is due on 781 March 1.
782
783 The above process to adjust for and include projected or calculated Bad Debt in the annual 784 Revenue Requirements shall be predicated on Solid Waste Contractor adhering to the Bad 785 Debt Recovery Escalation Plan (Exhibit M) to the City’s reasonable satisfaction. If the City 786 deems for good cause that the Bad Debt Recovery Escalation Plan was not managed to the 787 City’s reasonable satisfaction, the City reserves the right to deny an increase in the next 788 annual adjustment to Bad Debt compensation paid to Contractor and the City may reduce 789 the Bad Debt compensation paid to Contractor based on the City’s good cause 790 determination.
791
792 (5) Total Pass-Through Costs. Total Pass-Through Costs for the coming Rate Year shall equal 793 costs calculated in subsections (1) through (4) above. 794
City Council/RSA Agenda 614 Tuesday, May 27, 2025
Page O-4 Exhibit O
Union City/Tri-CED Franchise Agreement
795 D. Rate Cap Adjustment. The Rate Cap Adjustment amount (if applicable) shall be the “Contractor’s 796 share of the Rate Cap Adjustment” determined in accordance with Section 5 (Step 4.a.i) of this 797 Exhibit.
798
799 E. Total Contractor’s Compensation before City Fees. The Total Contractor’s Compensation before 800 City Fees shall be the sum of the Total Annual Cost of Operations, Profit, Total Pass-Through Costs, 801 and Rate Cap Adjustment for the coming Rate Year.
802
803 F. City Fees
804
805 (1) Franchise Fee. Franchise Fee shall be determined by City. 806
807 (2) Total City Fees. The Total City Fees including the Franchise Fee and other City Fees for the 808 coming Rate Year shall be determined by the City.
809
810 G. Total Contractor’s Compensation. The Total Contractor’s Compensation for the coming Rate Year 811 shall equal the sum of the Total Annual Cost of Operations, Profit, Total Pass-Through Costs, Rate 812 Cap Adjustment, and Total City Fees for the coming Rate Year. 813 5. RATE CAP ADJUSTMENT
814
815 A. Annual Rate Cap On Maximum Rates. In any Rate Year that the calculation of the CPI exceeds 816 five percent (5.0%), the total adjustment in Contractor’s Compensation for that year shall be a 817 maximum of five percent (5.0%). If the CPI exceeds five percent (5.0%), the amount above five 818 percent (5.0%) shall be rolled over to the subsequent Rate Year. If the CPI is negative (after 819 accounting for any applicable rollover percentages from prior years), there will be no CPI 820 adjustment to Contractor’s Compensation for that year. 821 6. ADJUSTMENT OF MAXIMUM RATES
822 Each then-current Maximum Rate shall be multiplied by the Final Rate Adjustment Factor 823 (determined in accordance with Section 5 of this Exhibit) to calculate the effective Maximum Rate 824 for the coming Rate Year.
825
826
City Council/RSA Agenda 615 Tuesday, May 27, 2025
Page P-1 Exhibit P
Union City/Tri-CED Franchise Agreement
827 EXHIBIT P
828 RATE YEAR TWENTY-ONE RATES
829
City Council/RSA Agenda 616 Tuesday, May 27, 2025
Schedule B
Basic Service (Monthly Rate for Recycle Collection Services) Type of Service Level of Service
2025 Rates
(July 1, 2025 -
June 30, 2026)
Per Dwelling Unit Each unit receives a cart $22.01
Senior or Low-Income Per Dwelling Unit 1 Each unit receives a cart $18.71 Multi-Family Dwelling: Regularly Scheduled Collection Services Basic Service (Monthly Rate for Recycle Collection Services) Type of Service Level of Service
2025 Rates
(July 1, 2025 -
June 30, 2026)
Non-Parcelized Per Unit Each unit receives a cart $22.01 Senior or Low-Income Per Dwelling Unit 1 Each unit receives a cart $18.71 Non-Parcelized Per Unit Shared services $13.35
Basic Service (Monthly Rate for Recycle Collection Services) Type of Service Receptacle
2025 Rates
(July 1, 2025 -
June 30, 2026)
Recycling 1 x per week 64 or 96 Gallon Cart $30.72
Recycling 2 x per week 64 or 96 Gallon Cart $62.03
Recycling 3 x per week 64 or 96 Gallon Cart $84.90
Recycling 4 x per week 64 or 96 Gallon Cart $107.77
Recycling 5 x per week 64 or 96 Gallon Cart $149.32
Service Provided by Tri-CED
City of Union City
Recycle Rates
(Includes Multi-Family Dwellings )
Parcelized Single-Family and Parcelized Multi-Family Dwelling: Regularly Scheduled Curbside Collection Services
1 Senior and Low-Income Dwellings that meet eligibility requirements receive a 15.0% discount. Eligibility requirements are only intended to apply to current residents of the Dwelling.