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HomeMy WebLinkAbout25G - AGMT - GREYHOUND LINESCITY COUNCIL MEETING DATE: NOVEMBER 15, 2016 TITLE: AWARD OF SITE LICENSE AND LEASE AGREEMENTS TO GREYHOUND LINES, INC., FOR BUS PASSENGER SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER {STRATEGIC PLAN NO. 3, 2C} �o CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a site license agreement with Greyhound Lines, Inc., beginning December 1, 2016, and continuing indefinitely, subject to termination without cause by either party with seven days' notice, to compensate the City $60,000 annually for the use of the license area of two bus bays at the Santa Ana Regional Transportation Center, subject to nonsubstantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute a three-year site lease agreement with Greyhound Lines, Inc., for the period beginning December 1, 2016, through November 30, 2019, with two one-year extension options exercisable by the City Manager, to compensate the City $38,136 annually for the lease of interior office space for the provision of bus passenger services at the Santa Ana Regional Transportation Center, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority (OCTA), and interstate bus services. It is open to the public seven days a week from 5:00 a.m. to midnight. The facility contains approximately 35,000 square feet of total rental space, including ten bus bays. Currently, five bus bays are licensed to OCTA, two are licensed to Tres Estrellas de Oro, and three bus bays are available for lease. Greyhound Lines, Inc., began operating out of the SARTC in 1985 and has been on a month-to- month license agreement since October 2008. In 2015, agreements with two other bus 25G-1 Award License and Lease Agreements with Greyhound Lines, Inc., for Bus Passenger Services at the SARTC November 15, 2016 Page 2 passenger service operators operating out of the SARTC were terminated due to noncompliance with agreement requirements. The termination of those agreements left Greyhound Lines, Inc., as the only remaining bus passenger service operator servicing the SARTC with a ticket office and three bus bays. On August 19, 2015, the City released a Request for Proposals (RFP) for bus passenger transportation services at the SARTC to occupy six vacant spaces. The RFP was advertised on the City's website, in the Orange County Register, and on the American Public Transportation Association website. City staff also directly notified 12 bus passenger service operators that expressed interest in leasing space at the SARTC. The summary of the proposal invitations and proposals received is as follows: 12 vendors notified 2 proposals received Proposals were received on October 26, 2015, and evaluated by staff from the Community Development, Finance, and Public Works agencies. Each evaluation was based on a total possible rating of 100 points with the following results: NAME OF RESPONSIVE BIDDER AVERAGE RATING LOCATION Greyhound Lines, Inc. 90 Dallas, TX Tres Estrellas de Oro 70 Huntington Park, CA The evaluation committee determined that the proposals submitted by both Greyhound Lines, Inc., and Tres Estrellas de Oro were responsive to the RFP, with Greyhound Lines, Inc., scoring significantly higher. Following the evaluation process, staff entered into negotiations with both Greyhound Lines, Inc., and Tres Estrellas de Oro. On December 15, 2015, City Council approved a one-year agreement with Tres Estrellas de Oro while negotiations continued with Greyhound Lines, Inc. The negotiations with Greyhound Lines, Inc., are now complete, with the following key agreement terms (Exhibits 1 and 2): • Reduced office space • Monthly lease amount for ticket counter office space: $3,178 • Monthly bus bay license amount for two bus bays: $5,000 ($2,500 per bus bay) Greyhound Lines, Inc., has operated at the SARTC for over 30 years and has demonstrated that it has the organizational credentials, resources, and experience necessary to meet Santa Ana's desire for quality service. Based on references and the information provided in the proposal, staff has determined that Greyhound Lines, Inc., will continue to provide quality service at a market rate and, therefore, requests approval of the recommended actions. 25G-2 Award License and Lease Agreements with Greyhound Lines, Inc., for Bus Passenger Services at the SARTC November 15, 2016 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects including: The Fixed Guideway Project, Santa Ana Regional Transportation Center Master Plan, Complete Streets and General Plan Circulation Element update). FISCAL IMPACT Approval of the site license agreement obligates Greyhound Lines, Inc., to compensate the City $60,000 annually for the use of the license area of two bus bays at the SARTC. With an effective date of December 1, 2016, anticipated FY 2016/17 revenue from the site license agreement is $35,000. This agreement remains in effect until termination by either party with seven days' notice. Approval of the site lease agreement obligates Greyhound Lines, Inc., to compensate the City $38,136 annually for the lease of interior office space at the SARTC. The three-year agreement term begins December 1, 2016, and ends November 30, 2019. There is also an option for two one-year extensions. The total anticipated revenue from this agreement is as follows: FISCAL YEAR REVENUE Agreement 3 -year Term 2016/17 $22,246 2017/18 $38,136 2018/19 $38,136 2019/20 $15,890 TOTAL $114,408 Two 1 -year Extensions (Optional) 2019/20 $22,246 2020/21 $38,136 2021/22 $15,890 TOTAL $76,272 Lease revenues from these agreements will be received into the PWA — SARTC Operations Rental — Greyhound Lines Inc. revenue account (No. 06717002-53810) and budgeted for expenditure each fiscal year in the PWA SARTC Enterprise Operations expenditure accounts (Accounting Unit No. 06717650). Revenues and corresponding expenditures for FY 2016/17 were budgeted at $94,800. However, due to the delay in negotiations, the revised revenue expectation is now $90,233.50, a reduction of $4,566.50. See Exhibit 3 for details. 25G-3 Award License and Lease Agreements with Greyhound Lines, Inc., for Bus Passenger Services at the SARTC November 15, 2016 Page 4 APPROVED AS TO FUNDS AND ACCOUNTS: Fr Mousavipour ra ' co Executive Director E Public Works Agency Finance & FM/MLM/GPL/CK Exhibits: 1. License Agreement — Greyhound Lines, Inc. 2. Lease Agreement — Greyhound Lines, Inc. 3. FY 2016/17 Revised Revenue 25G-4 rrez Services Agency LICENSE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND GREYHOUND LINES, INC. FOR USE OF THE SANTA ANA REGIONAL TRANPORTATION CENTER FACILITIES This LICENSE AGREEMENT ("Agreement") by and between the CITY OF SANTA ANA, a municipal corporation of the State of California ("City") and GREYHOUND LEQES, INC., a California Corporation (Referred to as "Licensee" or "Greyhound") is dated as of December 1, 2016 ("Effective Date"). Greyhound and City are sometimes individually referred to as "Party" and collectively as "Parties," RECITALS A. Licensee is a provider of interstate bus transportation services throughout the state of California, B. Licensee desires the use of and access to the Santa Ana Regional Transportation Center Facilities ("SARTC" or 1°Facilities"), located at 1000 East Santa Ana Boulevard in the City of Santa Ana, for a bus stop for the purpose of drop off and pick up of its Invitees (defined below) that utilize Greyhound's bus services ("Transit Services"). City desires to allow Licensee the use of and access to the Facilities for a bus stop for the purpose of drop off and pick up of its Invitees and allowing its Invitees to utilize the Transit Services, NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. TERMS 1.1 Facilities Subject to License, City owns the real property commonly known as the Santa Ana Regional Transportation Center (SARTC) (also referred herein as the "Facilities"), Subject to the terms and conditions of this Agreement, City hereby agrees to allow Licensee the exclusive use of, and access to, two (2) bus bays at the Facilities as a bus stop for the purpose of drop off and pick up of its Invitees (defined below). THE BUS BAYS SUBJECT TO THIS LICENSE ARE BUS BAYS #5 AND #6 (The "License Area"), The panties understand that the City may unilaterally reassign the License for bus bays #5 and #6 in the future upon written notice by the City and that all terms and conditions of this license will likewise apply to any replacement bus bays. See Exhibit "A" for description of License Area. 1,2 Grant -of License. Terms of License. City hereby grants to Licensee an exclusive license ("License"), during the term of this Agreement, for vehicular and pedestrian ingress to and egress from the Facilities and vehicular and pedestrian use of the Facilities for its regularly scheduled passenger service. THIS AGREEMENT IS INTENDED AND SHALL BE CONSTRUED ONLY AS A REVOCABLE LICENSE TO USE THE LICENSE AREA AND NOT AS A LEASE OR GRANT OF ANY POSSESSORY OR OTHER INTEREST. 1.3 Restrictions on Use of Facilities. Licensee shall not use, and shall prohibit its Agents (defined as follows) or Invitees (defined as follows) from using the Facilities other than for the purposes specified herein. The term "Agents" shall mean L'icensee's officers, directors, members, agents, employees, invitees, contractors, subcontractors, and any employees of such parties. The tem "Invitees" shall mean Licensee's,invitees, guests, customers or business visitors. Exhibit 25G-5 1.4 City Approval of Greyhound's Buses. Greyhound shall provide the City with documentation listing, for each and every bus providing services at the SARTC: (1) registered owner; (2) VIN number; (3) license plate number; (4) USDOT number; (5) proof of authorization from the Federal Motor Carrier Safety Administration ("FMCSA"); (6) proof of insurance; and (7) a list of all licensed drivers who may operate the bus. Additionally, Licensee shall ensure that use of the Bus Bays shall be by clearly marked buses identifying the Greyhound company name and USDOT number. Licensee agrees that it will provide the City with a list of buses that will use Bus Bay #5 and #6 as a precondition for use of the Bus Bays, Any additional buses must be approved by the City prior to beginning service. The use of any non -approved bus at the SARTC is a breach of this Agreement and will result in immediate termination thereof. 1,5 Compensation. As consideration for its use of the License Area and related Facilities, Licensee agrees to pay a monthly fee of $5,000.00 per month for the term of this Agreement. Such payment shall be made payable to the City of Santa Ana, in advance for each month, and at the following address: payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A late charge of ten percent (10%) shall be applied to any payment hereunder due but unpaid after the 1011 of the month. The consideration for this License shall be subject to a CPI adjustment for the most current period (for All Urban Consumers) annually on the anniversary of the Effective Date of this Agreement. 1.6 AS -IS Condition. City makes no representation or warranty of any kind as to the condition of the License Area or any other matter relating to Licensee's use of the License Area. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the License Area. Licensee acknowledges and agrees that the use of the License Area will be on the basis of Licensee's own investigation of the condition of the License Area. The license to use the License Area shall be granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by City, or by operation of law. City expressly disclaims, which Licensee hereby acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use. Licensee's use of the License Area shall be subject to the License Area being in a usable and safe condition at the time of Licensee's use and Licensee shall be responsible for determining whether the License Area is in such condition. In connection therewith, in the event that the License Area or access thereto is damaged or obstructed or the use by Licensee is otherwise impaired, prevented or limited, City shall have no obligation or duty to repair the damage or rectify the condition to make the License Area usable or safe. 1.7 Term and Termination of License. The term of this License shall continence on December 1, 2016, and shall continue indefinitely subject to termination without cause by either Party with seven (7) days' notice, unless earlier terminated as provided herein. 1.8 No assignment of License, The permission, rights and privileges granted hereunder are nonexclusive and nontrrmsferable. Licensee shall not, either voluntarily or by action of law, assign or transfer this License or any obligation, right, title or interest assurned by Licensee herein without the prior written consent of the City. If Licensee attempts an assignment or transfer of this License ar any obligation, right, title or interest herein, City may at its option, terminate the License pursuant to Section 1,10 below and shall thereupon be relieved from any and all obligations to Licensee or its assignee or transferee. 1.9 Aereement to Protect and Maintain Facilities Licensee, on behalf of its Agents and Invitees, agrees to take all prudent action to protect the Facilities from any damage or injury caused by the exercise of this License, Licensee shall immediately notify City of any damage or injury to the Facilities caused by its use of the Facilities. 1.10 City's Right of Suspension, Termination. City reserves the right to immediately suspend all activities or terminate this Agreement upon Licensee' non-compliance with any of the terms or conditions of this Agreement. Such suspension or termination shall be effective immediately. 25G-6 1.11 Comelianee with Laws; Reizulatory Approvals. Licensee shall, at its sole expense, conduct and cause to be conducted all activities on the Facilities in compliance with all laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity, and whether or not in the contemplation of the parties. 1.12 Indemnification. Licensee shall indemnify, defend, and hold harmless City, and its respective agents, representatives, employees, subsidiaries and affiliates ("Covered Parties") from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Licensee's use of the License Area, the entry by any Licensee Party on the License Area or any portion of the Property or surrounding property, or Licensee's breach or default in the performance of any of its obligations under this Agreement; provided, however, that Licensee will not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered, shall defend the same at Licensee's expense with legal counsel reasonably acceptable to Covered. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The provisions of this Section 1,12 shall survive the termination or expiration of this Agreement. 1.13 Commercial General Liability Insurance Licensee shall maintain commercial general liability insurance which shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Licensee's use of the license area, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. 1.14 Certificates of Insurance: Additional Insured Endorsements. Prior to execution of this Agreement, Licensee shall furnish to City certificates of insurance and additional insured ,status on Licensee's commercial general liability insurance policy, evidencing the foregoing insurance coverages as required by this Agreement. These certificates shall: a. provide the nine and policy number of each =tier and policy; b. shall state that the policy is currently in force; and C. shall promise to provide that such policies will not be canceled, suspended, voided, reduced in coverage or in limits, or modified without notice to City as soon as reasonably practicable or in accordance with policy provisions, whichever is earlier. Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement. The requirement for carving the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Licensee under the Agreement. City or its representatives shall at all times have the right to demand the original or a copy of all these policies of insurance, which Licensee shall provide within five (5) days of City's request. 2. MISCELLANEOUS TERMS 2.1 Notices. Demands and Communications hetween the Parties. 2.1.1 Formal notices, demands and communications between Licensee and City shall be deemed sufficiently given if: (i) dispatched by registered or certified mail via the United States Postal Service, postage 25G-7 prepaid, return receipt requested, as designated in this Section; or (ti) by messenger service for immediate personal delivery; or (iii) by electronic transmittal, including fax transmissions with telephonic verification receipt. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate by written notice to the other Party. 2,1.2 All notices, demands and communications shall be sent, as follows: TO LICENSEE: Greyhound Lines, Ina 350 M Saint Paul Street Dallas, TX 75201 TO CITY: Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Santa Ana, California 92701 Attention, Executive Director of Public Works AND City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M29) Santa Ana, California 92701 Fax: (714) 647-6515 2.1.3 Notices that are dispatched by registered or certified mail through the United States Postal Service shall be deemed to be received, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, five (5) calendar days after deposit with the United States Postal Service. Notices that are dispatched by messenger for immediate personal delivery services shall be deemed received upon the day dispatched. Notices dispatched by express delivery services shall be deemed received upon execution of the delivery receipt by the Party receiving such notices. Notices dispatched through electronic transmittals shall be deemed received upon telephonic verification of such receipt. 2.2 Amendment, With the exception of a reassignment of the License Area as described in section 1. 1, this Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties, 2.3 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. 2.4 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 2.5 Time is of the Essence. For each provision of this Agreement which states a specific amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the essence. 2,6 Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. This Agreement shall be deemed to have been made in the County of Orange, California, regardless of the order of the signatures of the Parties affixed hereto. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for Orange County, California. The Parties consent to the personal jurisdiction and venue in federal or state court located within or for the County of Orange, California and hereby waive any defenses or objections thereto including defenses based on the doctrine of forum non conveniens. 25G-8 2.7 Litigation Expenses. If either party to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party. 2.8 Construction; References; Captions, Since the Patties or their agents have participated hilly in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days, except as otherwise specified in this Agreement. All references to City include all officials, officers, employees, personnel, agents, volunteers, contractors and subcontractors of City, except as otherwise specified in this Agreement. All references to Licensee include its officials, officers, employees, personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement, The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 2.9 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 2.10 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party, All warranties and promises to indemnify shall survive the termination, abandonment, or completion of this Agreement. 2,11 Legal Counsel. Each Party acknowledges that: (i) it has read this Agreement; (ii) it has had the opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware of the content and legal effect of this Agreement; and (iv) it is not relying on any representations made by the other Party or any of the employees, agents, representatives, or attorneys of the other Party, except as expressly set forth in this Agreement. 2.12 SeverabilitX. In the event that. any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 2.13 Binding Effect. The terms of this Agreement shall Imre to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. 2.14 Authorized Representatives. The person or persons executing this Agreement on behalf Licensee and City warrants and represents that he/she has the authority to execute this Agreement on behalf of that Party and that he/she has the authority to bind that Party to the performance of its obligations hereunder. 2.15 Entire Agreement. This Agreement constitutes the entire and integrated agreement of Licensee and City with respect to the subject matter hereof and supersedes any and all prior and contemporaneous oral or written negotiations, representations or agreements. 25G-9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney u By: e__. claval II Chief Assistant City A" ttorncy RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager GREYHOUND LINES, INC. Ey: Title: Tax ID # 6 25G-10 ml� 4 ml 1XII, W, I'M614, 25G-12 LEASE THIS LEASE (the "Lease") is made as of November 15, 2016, by and between The City of Santa Ana, a Municipal Corporation ("Landlord"), and GREYHOUND LINES, INC., a California Corporation (Referred to as "Greyhound" or "Tenant"). by reference: EXHIBITS: The following exhibits are attached hereto and incorporated herein Exhibit "A" The Premises Exhibit "B" Additional Lease Conditions 2. PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from. Landlord, upon the terms, covenants anal subject to the conditions set forth herein, a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified as Suite 105, consisting of approximately 580 square feet of interior office space, for the purpose of selling tickets to patrons in order to utilize the Greyhound Transit Services (hereinafter referred to as the "PREMISES"). The PREMISES are more particularly described in Exhibit "A". Pending architectural assessment, the Landlord reserves the right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant with a 60 -day notice of such reconfiguration or relocation. 3. COMMENCEMENT OF TERM: The term of this Lease (the "Term") shall be for a period of three (3) years, which shall commence on December 1, 2016 (the "Effective Date") and end on November 30, 2019, unless sooner terminated or extended as provided herein. Tenant acknowledges that a condition precedent to occupancy of the Premises is the following: Greyhound shall provide the Landlord with documentation listing for each and every bus providing services at the SARTC: (1) registered owner; (2) VIN number; (3) license plate number; (4) USDOT number; (5) proof of authorization from the Federal Motor Carrier Safety Administration ("FMCSA"); (6) proof of insurance; and (7) an annual list of all 'licensed drivers who may operate the buses, provided. that Greyhound may utilize drivers not identified on the list in case of unavailability so long as all substitute drivers have all applicable licenses and qualifications. In the event such information is the subject of a request under the California Public Records Act, Landlord will refrain from disclosing personal contact or other information that may beprivate, but only to the extent permissible under the Act and its interpreting authorities. Additionally, Tenant shall ensure that use of the Bus Bays made available to Tenant under separate License shall be by clearly marked buses identifying the Greyhound company name and USDOT number. Tenant agrees that it will provide the Landlord with a list of buses that will use Bus Bay #5 and #6 as a precondition for use of the Bus Bays. Any additional buses must be approved by the Landlord prior to beginning Exhibit 2 25G-13 service. The use of any non -approved bus at the SARTC is a breach of this Agreement and will result in immediate termination of this Lease. 4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit "B". These additional lease condition are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to immediate termination. 5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Tenn for two (2) separate consecutive additional periods of one (1) year each on the same terms and conditions as set forth in this Lease. Tenant must notify Landlord in writing of its intention to extend the lease for an additional year, at least sixty (60) days prior to the expiration of the then current Term. Each option shall be agreed to in writing by the City Manager, on behalf of the Landlord prior to the expiration of the Term or any Extension Period then in effect. If Tenant does not exercise its option to extend as provided herein, Tenant will be deemed a holdover Tenant and subject to paragraph 7 of this lease, and this lease shall be construed as a tenancy from month to month subject to all terns of this Lease. 6. RENT: (a) Tenant shall pay to Landlord, as rent ("Rent'), throughout the Term, the monthly sum of Three Thousand One Hundred and Seventy Eight Dollars ($3,178.00) in advance, on the 1st day of each calendar month and continuing through the life of the Term. However, payment for the first partial month shall be prorated at $105.93 per day. The Rent includes a charge for Common Area Operating Expenses and shall be subject to a CFI adjustment for the most current period (for All Urban Consumers) annually on the anniversary of the Effective Date during the terns hereof. All payments of Rent and other sums due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10Tr' OF THE MONTH. 7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over, then the Rent shall be increased to 150% of the Rent. applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month on all terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. E 25G-14 COMMON AREA OPERATING EXPENSES: (a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as all costs incurred by Landlord relating to the ownership and operation of SARTC, including, but not limited to, the operation, repair and maintenance, in neat, clean, good order and condition, and if necessary the replacement, of the following: The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems. ii. Exterior signs and any tenant directories. iii. Any fire sprinkler systems, iv. All other areas and improvements that are within the exterior boundaries of SARTC but outside of the space occupied by a tenant. V. The cost of pest control services, property management, security services, the cost to repaint the exterior of any strictures and the cost of any environmental inspections. vi. Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment. (b) Any Common Area Operating Expenses that are specifically and exclusively attributable to a specific Unit/tenant in SARTC or to the operation, repair, and maintenance thereof, shall be allocated entirely to such Unit or tenant. However, any Common Area Operating Expenses and that are not specifically attributable to a Unit or tenant shall be equitably allocated by Landlord to all units/tenants in the SARTC on a pro rata basis based on the square footage of each rmit/tenant. 9. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease, Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, eneroacharents, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as 25G-15 Tenant is not in monetary default hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. 10. DELIVER' OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition excepting, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the gross negligence of Tenant. 11, ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord, 12. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Tenant agrees to keep the Premises in good repair, including the plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord approval, Tenant may make and, shall pay for any renovations, alterations and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the Premises. All improvements, additions, alterations, and major repairs shall be in accordance with applicable laws and at Tenant's own expense. Tenant will indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs. It shall be Tenant's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials fim-fished, or operations conducted on the Premises at the request of Tenant. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall not be required to restore the same to the condition existing at the commencement of the Term and Landlord agrees to accept the Premises with all alterations and improvements made by Tenant. Tenant may paint the interior of the Premises and may also paint, erect or authorize the installation of "temporary signs" in accordance with a signage plan that is pre - approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above [he Premises during the Tenn or any Extension Period of this Lease. 13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable govermnental entities (the "Governmental Laws") applying to the physical condition of the premises arising from Tenant's conduct of business. 14. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying 25G-16 that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent and Additional Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein. 15, LIABILITY INSURANCE: (a) Throughout the Term or any Extension Period, Tenant shall maintain commercial general liability insurance for injury to person (including death) or damage to property occurring within the building arising out of the use and occupancy thereof by Tenant, its licensees, employees, invitees, agents and customers. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions, After the Commencement Date, and thereafter upon written request of Landlord, Tenant shall deliver to Landlord a certificate of such insurance naming Landlord as an additional insured. 16. DAMAGE BY CASUALTY: (a) If the Premises is damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or other casualty, Tenant shall (i) within (30) days begin repairs and (ii) restore the damaged or destroyed improvements to its condition just prior to the damage, within ninety (90) days, or Tenant may cancel and terminate this Lease. If this Lease is terminated as provided in this Section, Tenant shall be responsible for 180 days of rental payments and Tenant agrees to turn over to Landlord all applicable insurance proceeds received as compensation for damages to the Premises to the extent of actual cost of restoration. (b) If Tenant is not actually open for business during all or any part of the period ("Restoration Period") from the date of such damage or destruction as aforesaid until the date the Premises is restored in accordance with the terms of this Lease, all Rent or other sums payable hereunder shall abate for such period as Tenant is not open for business. If Tenant is open for business during the Restoration Period, the Rent and other sums payable hereunder shall abate in proportion to the usable space; provided, however; that if Tenant does not proceed diligently with restoration of the Demised Premises, all Rent and other sums payable hereunder shall not abate. (c) Tenant agrees to keep in effect on the Premises and to provide Landlord proof of fire insurance with extended coverage endorsement on the improvements to the Premises of the full replacement value of the buildings and improvements thereon. 25G-17 (d) If any such damage or destruction shall occur within the last six (6) months of the Term, or any Extension Period, affecting more than fifty percent (50%) of the replacement value of the improvements located on the Premises, Tenant may terminate this Lease without owing any liability to the Landlord by notice to the Landlord within thirty (30) days after the date of such damage or destruction, in which case Tenant agrees to turn over to Landlord all applicable insurance proceeds received as compensation for damages to the Premises to the extent of actual cost of restoration. If this Lease is terminated, as provided in this Section, both parties shall be relieved of any further liabilities hereunder except for obligations accrued at the date of such damage or destruction, and any sums prepaid by Tenant shall be apportioned and appropriately refunded to Tenant. 17. EMINENT DOMAIN: (a) If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable in the sole opinion of Tenant for the operation of its business hien Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant fall details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGES THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY OF THE PROVISIONS OF THIS LEASE SHALL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refinrd to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. 25G-18 Is. LIENS: Tenant shall promptly remove and discharge, at its cost and cxpense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant. 19. PARKING AREA: (a) All those portions of the SARTC which are not presently occupied by buildings and which are designated parking spaces shall be available for use by Tenant and Tenant's agents, employees, customers and invitees for parking and access to the public streets and highways (the "Parking Area"). Tenant acknowledges that the Landlord is in the process of evaluating a paid parking program and all tenants will be required to comply with the parking program, if approved. 20. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 22, of such default to Tenant, and the failure of Tenant to cure such default within three (3) days after the date of receipt of such notice shall, at the option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 22, of such default, and if Tenant shall fail to cure such default within thirty (30) days after receipt of such notice, Landlord at its option, shall cause the termination of this Lease immediately. 21. HAZARDOUS SUBSTANCES: (a) As used herein, the tern "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead- based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Re50nree Conservation and Recovery Act, (iv) any of the so- called state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that, except for items commonly sold or utilized in Tenant's business, no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section. (c) Fuithennore, Landlord represents and warrants to Tenant that Landlord has no actual or constructive knowledge of: (1) the presence of any Hazardous Substances on, under or 25G-19 within the Premises; (2) any spills, releases, discharges or disposals of Hazardous Substances that have occurred or are presently occurring on or onto the Premises; (3) any spills or disposal of Hazardous Substances that have occurred or are occurring adjacent to the Premises as a result of any construction on or operation and use of the Premises or adjacent property; (4) any failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances, and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances on the Premises or adjacent property; or (5) the presence of any underground storage tanks, monitoring wells, water wells or septic tanks now or in the past on the Premises. 22. NOTICE: All notices or demands required or permitted to be given or served pursuant to this Lease shall be deemed to have been given or served only if in writing, postage and/or delivery fees pre -paid and shall be sent by U.S.P.S. Certified Mail, Return Receipt Requested or via an overnight (or 2 -day) delivery service maintaining a record of delivery (e.g. FedEx or UPS), which notices and demands shall be deemed served when delivered (or when delivery is first attempted and refused), and which notices and demands shall be forwarded to the following addresses: TO TENANT: TO CITY: Greyhound Lines, Inc, Public Works Agency 350 N. Saint Paul Street City of Santa Ana Dallas, TX 75201 20 Civic Center Plaza (M-21) Santa Ana, California 92701 Attention: Executive Director of Public Works Agency AND City Attorney's Office City of Santa Ana 20 Civic Center Plaza (M29) Santa Ana, California 92701 Fax: (714) 647-6515 Such addresses may be changed from time to time by either party by serving notice as above provided. 23. USE: For the purposes of this Lease, Tenant's proposed initial intended use of the Premises strictly for the purpose of selling tickets to patrons in order to utilize the Greyhound Transit Services. 24. GENERAL PROVISIONS: (a) This Lease (and the documents referred to herein) constitutes the entire agreernent between the parties pertaining to the lease of Suite 105 contained herein and supersedes any and 25G-20 all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. (b) This Lease shall be binding upon, and more to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns, (c) This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. (d) If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. (e) The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other, rule of strict construction shall be used against any party, All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as fully as if copied herein verbatim. (f) This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. (g) The parties further agree that upon request, they shall do such fiirther acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease. (h) Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof. (i) If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. 25G-21 0) Time is of the essence in the performance of each party's respective obligations. (k) This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties, (1) Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity, All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cr nulative and not alternative, and may be enforced concurrently or successively. (in) All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. (n) All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. (o) Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. (p) THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, ARISING FROM OR RELATING TO THE SUBJECT MATTER HEREOF, THE PARTIES HERETO WAIVE ANY RIGHT TO ANY PUNITIVE DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SUCH DAMAGES, 25. LANDLORD'S REPRESENTATIONS: Landlord hereby covenants, warrants and represents to Tenant that; (a) Landlord has the sole right, legal power and authority to enter into this Lease. (b) All required actions have been taken and satisfied by Landlord to authorize the execution and performance of this Lease. No other proceedings or actions on the part of Landlord are necessary to authorize this Lease or to carry out the transactions contemplated hereby, This Agreement constitutes the legal, valid and binding obligation of Landlord enforceable against Landlord in accordance with its terms. (c) The individual(s) executing this Lease, on behalf of Landlord, has (or have) the full right, legal power and actual authority to bind Landlord to the teens and conditions hereof. JO 25G-22 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: ItU. Jose 64ndoval v Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager GREYHOUND LINES, INC. Title: Tax ID # 11 25G-23 EXHIBIT A THE PREMISES SARTC -- Suite 105 EXHIBIT A (Premises) SCALE: L9t =1'C� 25G-24 EXHIBIT B ADDITIONAL LEASE CONDITIONS + Tenant will provide best in class local/regional transportation services to SARTC patrons + Tenant, at its expense, shall comply with all applicable federal, state and local laws, ordinances, regulations, rules and orders with respect to the use of any permitted areas. • Tenant shall maintain all vehicles in neat, clean, mechanically sound and painted condition at all times • Tenant shall adhere to a transit schedule and provide on-time pick-up and drop off to SARTC patrons + Tenant shall maintain all proper registration for their vehicles AND shall maintain all proper insurance for their vehicles + Tenant must meet or exceed all governmental requirements regarding the inspection and maintenance of their vehicles and provide monthly log + Tenant shall have a strong financial background with a multi-year successful operating history and the resources to pay any fees promptly and in fall + Tenant shall adhere to all rules and regulations regarding the flow of bus/shuttle traffic at SARTC • Tenant shall work with SARTC management to ensure all safety protocols are strictly adhered to + Tenant shall work with SARTC management to manage ridership during peak and high volume hours * Tenant shall employ best in class drivers with all proper credentials necessary to operate a bus/shuttle • Tenant shall employee the appropriate security protocols to operate for the public good within a facility of the scale and prominence of SARTC All buses accessing SARTC must be clearly identified with Tenant business name and DOT number + Provide, if any, information regarding online ticket purchase capabilities for patrons • Tenant most notify the City as soon as the FMCSA classifies high alert statuses of any reason 13 25G-25 25G-26 FY 2016/17 REVISED REVENUE SARTC Operations Rental — Greyhound Lines Inc. Account No. 06717002-53810 Revised Revenue Current Agreement -5 mos. @ $6,597.50 New Agreements — 7 mos. @ $8,178.00 Budgeted Revenue Budget Shortfall Exhibit 3 25G-27 $32,987.50 $57,246.00 $90,233.50 $94,800.00 <$ 4,566.50> 25G-28