FIRST AMENDMENT TO AMENDED AND RESTATED FRANCHISE
AGREEMENT BETWEEN THE CITY OF UNION CITY AND
TRI-CITY ECONOMIC DEVELOPMENT CORPORATION
This Amendment to Amended and Restated Franchise Agreement between the City of Union City and Tri Cities Economic Development Corporation (this “Amendment”) is entered into as of February 1, 2026 (the “Effective Date”) by and between the City of Union City, a California municipal corporation (the “City”) and Tri-City Economic Development Corporation, a non-profit public benefit corporation (the “Contractor”) amending that certain Amended and Restated Franchise Agreement by and between the City and the Contractor dated as of August 19, 2025 (the “Agreement”). The City and the Contractor are hereinafter collectively referred to as the “Parties,” and individually as a “Party.”
RECITALS
A. Section 12.3 of the Agreement requires the Contractor to provide certain security to ensure the Contractor’s performance under the Agreement.
B. Specifically, Section 12.3.B. requires the Contractor to provide a letter of credit to the City in the amount of $400,000 as security for the Contractor’s performance under the Agreement (the “Letter of Credit”).
C. The Parties desire to amend Section 12.3 of the Agreement to provide for Alternative Security that can be provided by the Contractor.
D. The City and the Contractor acknowledge that as of the Effective Date of this Amendment, the Contractor has provided a certificate of deposit as Alternative Security in the amount of Six Hundred Thousand Dollars ($600,000).
E. The Parties have agreed to execute this Amendment to amend Section 12.3 of the Agreement in order to (i) ensure that the City has sufficient security for the performance by Contractor of its duties and requirements under the Agreement, and (ii) ensure that the provision of a total of Six Hundred Thousand Dollars ($600,000) in certificates of deposit to the City will meet the requirements of the Agreement.
F. The Parties additionally desire to amend Section 11.5.B. of the Agreement to more accurately reflect the actual method of payment from the City to the Contractor.
NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are acknowledged by the Parties, the Parties agree to amend the Agreement as follows:
1. Recitals; Defined Terms. The Parties acknowledge the accuracy of the foregoing recitals. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendment of Section 12.3. Section 12.3 of the Agreement is hereby replaced in its entirety as follows:
“12.3 PERFORMANCE SECURITY
To guarantee the timely and full performance of the Contractor’s obligations under this Agreement, including the Contractor’s indemnity obligations, the Contractor shall deliver to the City copies of payment bond(s) and performance bond(s) issued by a reputable insurance company licensed to do business in California, each in the sum of not less than Six Hundred Thousand Dollars ($600,000) (the “Bonds”).
In lieu of the Bonds, Contractor may submit evidence satisfactory to the City of security in the form of an irrevocable letter of credit, pledge of cash deposit, certificate of deposit, or other marketable securities held by a broker or other financial institution, with signature authority of the City required for any withdrawal (the “Alternative Security”). The amount of the Bonds shall be reduced by the amount of Alternative Security provided by the Contractor to the City.
Failure to provide the Bonds, or a combination of Bonds and Alternative Security in the total amount of Six Hundred Thousand Dollars ($600,000) is a default under the Agreement, and the City may withhold Contractor’s Compensation in accordance with Section of 11.5.D of the Agreement unless and until sufficient security is provided.”
3. Amendment of Section 11.5.B. Section 11.5.B of the Agreement is hereby replaced in its entirety as follows:
“11.5 PAYMENT OF CONTRACTOR’S COMPENSATION
B. Regardless of the amount of revenue due to the Contractor that is received by the City from the Solid Waste Contractor in any month, the Contractor shall be paid fixed monthly compensation, subject to quarterly reconciliation as provided herein.
For the first three (3) months of the Term, Contractor’s compensation shall be paid in equally fixed monthly amounts. Thereafter, fixed payments shall be made in the first and third months of each quarter, each equal to one-twelfth (1/12) of the Contractor’s compensation as described in Exhibit G and adjusted annually as described in Exhibit O for the applicable Rate Year.
Beginning with the second month of the second quarter of the Term, Contractor’s compensation shall be reconciled to reflect the actual Contractor’s Revenue Requirement received by the City from the Solid Waste Contractor for the immediately preceding quarter. The payment made in the second month of each quarter shall be adjusted to reconcile amounts previously paid with actual revenues received and shall include adjustments for aging receivables and bad debt.
The City shall provide the Contractor with all revenue and billing documentation received from the Solid Waste Contractor within five (5) business days of receipt.”
4. Counterparts. This Amendment may be executed simultaneously or in counterparts, each of which shall be deemed an original, of which together shall constitute one and the same agreement.
5. Entire Agreement. This Amendment constitutes and contains the entire agreement of the Parties with respect to the Amendment, and supersedes any and all other prior negotiations, correspondence, understandings and agreements respecting such matter. There have been no additional oral or written representations or agreements, other than the Agreement. [SIGNATURES ON FOLLOWING PAGE]
CITY OF UNION CITY,
a California municipal corporation
By: _______________________________
City Manager
ATTEST:
By: ___________________________
City Clerk
APPROVED AS TO FORM:
By: ___________________________
City Attorney
TRI-CITY COMMUNITY ECONOMIC
DEVELOPMENT CORPORATION,
a non-profit public benefit corporation
By: ___________________________
Its: ___________________________