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REQUEST FOR PROPOSALS (PWFM-18-0102)

Lease of City-Owned Property – City of Virginia Beach

Coffee Shop Meyera E. Oberndorf Central Library

4100 Virginia Beach Blvd., Virginia Beach

DEADLINE FOR SUBMISSION – Friday September 1, 2017, 3:00 p.m., local time

I. OVERVIEW

PROPERTY: The City of Virginia Beach Meyera E. Oberndorf Central Library (the “Library”), is located at 4100 Virginia Beach Blvd.

PURPOSE: The City is seeking local business owners (“Vendors”) to lease and operate a coffee shop, for the purpose of offering visitors and patrons beverages, prepared foods and related items, such as sandwiches, soup, pastries, cakes, pies and cookies.

SPECIFICATIONS: Approximately 593 square feet of space which is located in the vestibule near the main entrance.

Potential Vendors can view this site on August 25, 2017 by appointment only which can be arranged by contacting the Facilities Management Office at 757.385.8558 This will be the only time available for potential Vendors to enter the site.

SEE EXHIBIT A FOR BUILDING DRAWING.

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BACKGROUND: The City of Virginia Beach has owned and operated the Library for over 20 years. A coffee shop has been in operation for the past fourteen years. This Library has an average of 1100 visitors per day.

RESTRICTIONS: No alcohol is allowed on premises for sale or consumption. The operating hours are required to fall within the parameters of the Library’s operating hours and may change from time to time. The operating days and hours are now set as Monday – Thursday 10 a.m. to 9 p.m.; Friday – Saturday 10 a.m. to 5 p.m.; Sunday 1 p.m. to 5 p.m. (September, 1st Sunday after Labor Day, through May)

LEASE TERM: The City will award a lease term of one (1) year with four (4) one (1) year options to renew. At the end of year five, Vendor will be required to apply through RFP process to continue Lease.

II. COMPATIBILITY of PRODUCT OFFERINGS

The City seeks proposals from applicants who will be able to provide for the retail sale of beverages, prepared food and related items, such as sandwiches, soup, pastries, cakes, pies and cookies. No grilling or baking will be allowed on premises.

III. PROPOSAL REQUIREMENTS

a. Respondent Qualifications:

i. Ineligible Applicants – Current employees of the City of Virginia Beach are not eligible. Applicant must not be involved in current litigation or a contractual dispute with the City of Virginia Beach.

ii. Background and Credit Check – Applicants are subject to background and credit checks. Any information obtained will be held confidential.

iii. Insurability – Vendors shall maintain General Liability Insurance in the amount of $1,000,000 for the duration of any lease term awarded. The City of Virginia Beach shall be listed as an additional insured.

iv. Business License – Vendor must maintain a valid business license throughout the duration of the lease term. For business license questions, call Commissioner of the Revenue at (757) 385-4515.

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b. Submittal of Proposals: Each respondent must submit with their proposal the items listed below:

i. Six copies of each proposal in a sealed envelope marked “RFP PWFM-18-0102” on the outside

ii. A completed Anticollusion / Nondiscrimination / Drug-Free Workplace Form (attached)

iii. Proposals shall be received and date-stamped in the location described below no later than Friday September 1, 2017- 3:00 pm local time. All proposals received after that time may not be considered, and may be returned unopened to the respondent.

c. Location for submissions: City of Virginia Beach PW/Facilities Management Office Attn: Barry Shockley Bldg 18, Room 228 Municipal Center 2424 Courthouse Drive Virginia Beach, VA 23456

Proposals submitted by telephone, facsimile, or e-mail will not be considered.

d. Contents of Proposal: Respondents must include in their proposal the following documents and information which will be used as evaluation criteria:

i. Business Plan – A description of the proposed business and type of products that will be offered.

ii. Rent Offered – Amount of rent the Vendor is offering for the space, annually.

iii. References – Names and contact information for at least three (3) business references and three (3) personal references. If reference contact information is invalid, the submittal may be considered Non-Responsive.

iv. Improvements – List any proposed alterations or improvements to be made to the space. Note that any alteration and/or improvement will be at Vendor/Lessee’s sole expense, must be submitted in writing and approved by the City’s Facilities Management Office prior to any work being performed. All work must be performed or supervised by a Class A or Class B contractor licensed in Virginia.

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v. Opening Date – Provide an expected timeline for grand opening event and formal business opening.

IV. LAWS AND REGULATIONS

Applicant must be willing to sign a lease substantially similar to the formal lease attached hereto as Exhibit B, without changes or alterations. If selected, Vendor must agree to provide the City of Virginia Beach with reports, financial information, and any other information requested which may be needed to ensure compliance with local, state and federal laws and regulations. Vendor must comply with all laws, regulations and ordinances of the City of Virginia Beach, including but not limited to land use, building permits, zoning and code enforcement. Questions regarding building code requirements should be directed to the Department of Planning at (757) 385-4211 (permits) and (757) 385-8074 (zoning).

V. REVIEW AND SELECTION

Each proposal will be evaluated based on the criteria requested in this RFP. The participants will be notified by mail of the City’s selection. The City reserves the right to reject any and all proposals and to select the proposal(s) that it deems is in the best interests of the City.

Only responsive and responsible proposals will be considered. Proposals that attempt to change or do not meet the requirements in this Request for Proposals may be rejected as being non-responsive. Each proposal shall be considered a valid offer until the City notifies participants that it has selected a proposal or until the applicant withdraws its application, whichever occurs first.

If a proposal is selected, the City will notify the selected Vendor and will prepare the lease agreement setting forth the terms of lease consistent with the terms in this Request for Proposals and the Vendor’s proposal. The Vendor/tenant will sign the lease agreement, and then the matter will be put on the City Council’s Agenda for a public hearing and formal approval pursuant to applicable laws and procedures.

For additional information about this Request for Proposals, please contact the PW/ Facilities Management Office at (757) 385-5659 Monday – Friday between 8:00 a.m. and 5:00 p.m.

VI. ANTICOLLUSION/NONDISCRIMINATION/DRUG-FREE WORKPLACE FORM

The attached Anticollusion/Nondiscrimination/Drug-Free Workplace form incorporated herein (pages 5 - 7) should be executed and returned with the proposal documents.

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ANTICOLLUSION/NONDISCRIMINATION/DRUG-FREE WORKPLACE FORM

ANTICOLLUSION CLAUSE:

IN THE PREPARATION AND SUBMISSION OF THIS BID, SAID BIDDER DID NOT EITHER DIRECTLY OR INDIRECTLY ENTER INTO ANY COMBINATION OR ARRANGEMENT WITH ANY PERSON, FIRM OR CORPORATION, OR ENTER INTO ANY AGREEMENT, PARTICIPATE IN ANY COLLUSION, OR OTHERWISE TAKE ANY ACTION IN THE RESTRAINT OF FREE, COMPETITIVE BIDDING IN VIOLATION OF THE SHERMAN ACT (15 U.S.C. SECTION 1), SECTIONS 59.1-9.1 THROUGH 59.1-9.17 OR SECTIONS 59.1-68.8 THROUGH 59.1-68.8 OF THE CODE OF VIRGINIA. THE UNDERSIGNED BIDDER HEREBY CERTIFIES THAT THIS AGREEMENT, OR ANY CLAIMS RESULTING THERE FROM, IS NOT THE RESULT OF, OR AFFECTED BY, ANY ACT OF COLLUSION WITH, OR ANY ACT OF, ANOTHER PERSON OR PERSONS, FIRM OR CORPORATION ENGAGED IN THE SAME LINE OF BUSINESS OR COMMERCE; AND, THAT NO PERSON ACTING FOR, OR EMPLOYED BY, THE CITY OF VIRGINIA BEACH HAS AN INTEREST IN, OR IS CONCERNED WITH, THIS BID; AND, THAT NO PERSON OR PERSONS, FIRM OR CORPORATION OTHER THAN THE UNDERSIGNED, HAVE, OR ARE, INTERESTED IN THIS BID.

DRUG-FREE WORKPLACE DURING THE PERFORMANCE OF THIS LEASE, THE LANDLORD AGREES TO (I) PROVIDE A DRUG-FREE WORKPLACE FOR THE LANDLORD'S EMPLOYEES; (II) POST IN CONSPICUOUS PLACES, AVAILABLE TO EMPLOYEES AND APPLICANTS FOR EMPLOYMENT, A STATEMENT NOTIFYING EMPLOYEES THAT THE UNLAWFUL MANUFACTURE, SALE, DISTRIBUTION, DISPENSATION, POSSESSION, OR USE OF A CONTROLLED SUBSTANCE OR MARIJUANA IS PROHIBITED IN THE LANDLORD'S WORKPLACE AND SPECIFYING THE ACTIONS THAT WILL BE TAKEN AGAINST EMPLOYEES FOR VIOLATIONS OF SUCH PROHIBITION; (III) STATE IN ALL SOLICITATIONS OR ADVERTISEMENTS FOR EMPLOYEES PLACED BY OR ON BEHALF OF THE LANDLORD THAT THE LANDLORD MAINTAINS A DRUG-FREE WORKPLACE; AND (IV) INCLUDE THE PROVISIONS OF THE FOREGOING SECTIONS I, II, AND III IN EVERY SUBCONTRACT OR PURCHASE ORDER OF OVER $10,000, SO THAT THE PROVISIONS WILL BE BINDING UPON EACH SUBCONTRACTOR OR VENDOR. FOR THE PURPOSE OF THIS SECTION, “DRUG-FREE WORKPLACE” MEANS A SITE FOR THE PERFORMANCE OR WORK DONE IN CONNECTION WITH A SPECIFIC CONTRACT AWARDED TO A LANDLORD IN ACCORDANCE WITH THIS CHAPTER, THE EMPLOYEES OF WHOM ARE PROHIBITED FROM ENGAGING IN THE UNLAWFUL MANUFACTURE, SALE, DISTRIBUTION, DISPENSATION, POSSESSION

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OR USE OF ANY CONTROLLED SUBSTANCE OR MARIJUANA DURING THE PERFORMANCE OF THE CONTRACT.

NONDISCRIMINATION CLAUSE

1. EMPLOYMENT DISCRIMINATION BY BIDDER SHALL BE PROHIBITED. 2. DURING THE PERFORMANCE OF THIS CONTRACT, THE SUCCESSFUL

BIDDER SHALL AGREE AS FOLLOWS:

a) THE BIDDER, WILL NOT DISCRIMINATE AGAINST ANY EMPLOYEE OR APPLICANT FOR EMPLOYMENT BECAUSE OF RACE, RELIGION, COLOR, SEX, NATIONAL ORIGIN, AGE, DISABILITY, OR ANY OTHER BASIS PROHIBITED BY STATE LAW RELATING TO DISCRIMINATION IN EMPLOYMENT, EXCEPT WHERE THERE IS A BONA FIDE OCCUPATIONAL QUALIFICATION/CONSIDERATION REASONABLY NECESSARY TO THE NORMAL OPERATION OF THE BIDDER. THE BIDDER AGREES TO POST IN CONSPICUOUS PLACES, AVAILABLE TO EMPLOYEES AND APPLICANTS FOR EMPLOYMENT, NOTICES SETTING FORTH THE PROVISIONS OF THIS NONDISCRIMINATION CLAUSE.

b) THE BIDDER, IN ALL SOLICITATIONS OR ADVERTISEMENTS FOR EMPLOYEES PLACED ON BEHALF OF THE BIDDER, WILL STATE THAT SUCH BIDDER IS AN EQUAL OPPORTUNITY EMPLOYER.

c) NOTICES, ADVERTISEMENTS, AND SOLICITATIONS PLACED IN ACCORDANCE WITH FEDERAL LAW, RULE OR REGULATION SHALL BE DEEMED SUFFICIENT FOR THE PURPOSE OF MEETING THE REQUIREMENTS OF THIS SECTION.

d) BIDDER WILL INCLUDE THE PROVISIONS OF THE FOREGOING SECTIONS A, B, AND C IN EVERY SUBCONTRACT OR PURCHASE ORDER OF OVER $10,000, SO THAT THE PROVISIONS WILL BE BINDING UPON EACH SUBCONTRACTOR OR VENDOR.

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Offeror Information:

By: ___________________________________ (signature)

Printed Name: __________________________

Title: __________________________________

Date: ________________

Address: _______________________________ _______________________________

_______________________________ E-mail : _______________________________ Phone No. (____) ________________________

Fax No. (____)_________________________ TIN / SSN # ____________________________

Is your firm a “minority” business? � Yes � No If yes, please indicate the “minority” classification below:

� African American � Hispanic American � American Indian � Eskimo � Asian American

� Aleut � Other; Please Explain:

Is your firm Woman Owned? � Yes � No

Is your firm a Small Business? � Yes � No

EXHIBIT A

CITY-OWNED PROPERTY TO BE LEASED TO TENANT

PROPOSED LEASE AREA

Approx. 593 sq. ft.

EXHIBIT B

CENTRAL LIBRARY

COFFEE SHOP LEASE and OPERATIONS AGREEMENT

THIS LEASE and OPERATIONS AGREEMENT (the “Agreement”), made this ____ day of

_________, 2017 by and between the CITY OF VIRGINIA BEACH, a municipal corporation of the

Commonwealth of Virginia (the “City”), and ___________________, (“Tenant”), having a principal

place of business or residing at ____________________________________.

W I T N E S S E T H:

The City does hereby lease to Tenant, contingent upon the terms and conditions set forth

herein, the following described premises located in the Meyera E. Oberndorf Central Library, 4100

Virginia Beach Boulevard, Virginia Beach, Virginia, 23452 (the “Central Library”), being all that

certain space consisting of approximately 593 square feet in floor area, as depicted and listed on

Exhibit “A” hereto attached and made a part hereof, (hereinafter referred to as the “Demised

Premises”).

1. USE OF PREMISES.

(a) The Demised Premises shall be used only as a coffee shop for the Central

Library, and for the retail sale of beverages, prepared food and related items such as sandwiches,

soup, pastries, cakes, pies and cookies (the “Coffee Shop”). No grilling or baking will be allowed

on Demised Premises. Tenant shall not use, or allow the Demised Premises to be used, for any

other purpose other than expressly stated in this Agreement. Tenant shall not conduct, or allow to

be conducted, any illicit activity in or upon the Demised Premises at any time.

(b) The Coffee Shop will be known as “______________”.

(c) Tenant shall not allow any person, other than bona fide employees or other

persons approved by the Library Manager or her Designee, to remain in or upon the Demised

Premises at any time except during regular business hours when the Central Library is open to the

general public or when an approved function is scheduled for after regular business hours,

specifically a Friday, Saturday, or Sunday evening.

2. TERM OF AGREEMENT.

The term of this Agreement shall be for one (1) year commencing on ____________, 2017

(“Commencement Date”) and expiring on ________, 2018, unless sooner terminated as provided

in this Agreement (“Initial Term”). Provided Tenant is in compliance with all terms and conditions of

this Agreement, Tenant shall have the option to renew Agreement for four (4) successive additional

terms of one (1) year each (each a “Renewal Term”). Tenant shall exercise the option to renew

this Agreement, if at all, by notice in writing to City at least ninety (90) days before the end of the

Initial Term and each subsequent Renewal Term, as appropriate. Each Renewal Term shall be at

the Rent stated in Paragraph 3 and otherwise on the same provisions and conditions as applied to

the Initial Term under this Agreement.

3. RENT.

(a) Beginning with the Commencement Date of this Agreement, rent for the

Demised Premises shall be _______________________ per year (“Rent”), payable in twelve (12)

equal monthly installments of _____________. Rent shall escalate three percent (3%) annually

beginning on the first anniversary of the Commencement Date, and each year thereafter,

compounded annually.

(b) Rent shall be paid by check made payable to the City of Virginia Beach,

received in the office of the City Treasurer at the address in Paragraph 31 or as otherwise

designated by the City by the first (1st) day of each month (“Due Date”). If the Due Date falls on a

Saturday, Sunday or Holiday, Rent shall be paid by the 1st day of the month which is not a

Saturday, Sunday or Holiday.

(c) In the event of Tenant's failure to pay the full amount of any Rent by the fifth (5th)

day of any month, Tenant shall be required to pay a late charge in an amount equal to ten percent

(10%) of the unpaid balance thereof, together with interest at the rate of fifteen per cent (15%) per

annum, until the full amount of accrued Rent and interest has been paid. No payment of any

amount of Rent, or any acceptance thereof by the City, shall be construed as a waiver of the City’s

rights to collect the balance of any Rent or as a waiver of the Agreement.

4. HOURS OF OPERATION.

(a) The Coffee Shop shall be open for business to the general public between 9:00

a.m. and 8:00 p.m. Monday through Thursday, between 9:00 a.m. and 4:30 p.m. on Fridays and

Saturdays, and between 1:00 p.m. and 4:30 p.m. on Sundays during the months of September

through May. Tenant acknowledges and agrees that the hours of operation set forth herein are

subject to change and that Tenant shall observe any new hours of operation upon notice from the

Library Manager.

(b) Additional hours, beyond core hours of operation may be requested for

approved after-hour programs. At least two (2) weeks advance notice will be provided by the

Library Manager, or her Designee.

(c) In the event repairs to the Demised Premises or the Central Library affecting the

Demised Premises are necessary, and such repairs cannot be made practicably during non-

business hours, at the discretion of the City’s Facilities Management Office or Library Manager,

Tenant may be required to close the Coffee Shop while such repairs are being performed. Prior

notice of such repairs will be provided to Tenant if at all possible.

5. SERVICE.

(a) It will be the direct responsibility of Tenant to manage the Coffee Shop in

accordance with such policies, standards, and procedures as may be established by the City

and/or the Central Library and administered by the Library Manager.

(b) Tenant shall prepare and provide food and beverage services as set forth in

Paragraph 1(a). Advertised times will be promptly observed regarding opening and closing of the

Coffee Shop.

(c) Tenant shall provide coffee shop or catering services, and prepare and serve

food and beverages for Central Library-sponsored events/functions at the Central Library as

requested by the Library Manager or her Designee.

(d) Tenant shall be available to provide coffee shop or catering services for non-

Central Library sponsored events at the Central Library on a negotiated basis with the community

or government organization requesting the service, including scheduled programs occurring on

evenings when the Central Library is closed.

6. PERSONNEL.

(a) Tenant shall employ full-time, on-site Coffee Shop managers (“Managers”),

acceptable to the City, responsible for all operations at the Demised Premises and sufficient staff to

operate the Coffee Shop and any scheduled catering events (“Staff,” together with Managers,

hereinafter referred to as “Employees”).

(b) Tenant will recruit, train, supervise, direct, discipline, and if necessary, discharge

any and all Employees of the Coffee Shop.

(c) Tenant shall require Employees to comply with all instructions, regulations, and

codes of conduct as specified by the City and/or the Central Library. The City and/or the Central

Library’s issuance of instructions, regulations, and codes of conduct, shall be subject to the

approval of Tenant only as such instructions, regulations and codes of conduct may affect Tenant

directly, and such approval shall not be unreasonably withheld or delayed.

(d) City identification badges will be issued at discretion of Library Management

pending a successful background check. A charge may be assessed to the tenant for replacement

of identification badges due to excessive employee turnover.

(e) Tenant shall require all Employees to meet the appropriate health standards

prescribed by municipal, state and federal laws and regulations.

(f) Employees whose duties require direct contact with customers must be able to

effectively communicate regarding menu items and other matters involving customer service.

(g) Employees shall be appropriately attired and easily recognized when performing

their work assignments at the Central Library. The term “appropriate attire” is interpreted to include

all apparel, name tags, hats, hair nets, etc. Attire will be distinctive so as to clearly identify

Employees and City issued identification badges will be required and shall be worn at all times.

Attire shall be clean, unstained, well-fitting, and repaired and shall reasonably support the Central

Library’s image of a quality environment. For purposes of this subsection (g), the style of

“appropriate attire” is interpreted to include golf shirts and slacks or an approved alternative.

(h) Tenant shall assure that a Manager or an immediate assistant will be in the

Coffee Shop during all hours of operation and will be available to customers during peak hours.

(i) Tenant shall bear financial responsibility for any vandalism or loss due to

dishonest acts on the part of Employees.

(j) Tenant shall notify the Library Manager or the City’s Facilities Management

Office of impending labor, employee, vendor disputes, or any other circumstances that could

adversely affect the operation of the Coffee Shop or any scheduled catering operations.

7. GOODS AND FOODSTUFFS.

Tenant shall keep upon the Demised Premises, or have ready access to, sufficient

quantities of goods and foodstuffs to have the same available for use without disruption of the

business of Tenant. All foods served or sold by Tenant shall be of good quality and shall meet or

exceed all applicable federal, state and local regulations and standards.

8. QUALITY STANDARDS.

Tenant shall maintain the high-quality standards of the City through strict adherence to

established purchase specifications, standard recipes, cooking techniques and temperatures, and

portion sizes.

9. SANITATION AND SAFETY.

Tenant shall maintain, at all times, the Demised Premises in a clean and sanitary manner in

accordance with all federal, state, and municipal laws, codes, and regulations. Tenant shall train

Employees to follow a “clean as you go” policy. Tenant shall provide pest control services for the

food service areas, and secure pest control services with advanced notification to the Facilities

Management Office and the Library Manager.

10. MENUS.

Tenant shall be responsible for providing a variety of gourmet, quality prepared foods at a

reasonable price. The menu selections will be approved by the Library Manager and such approval

shall not be unreasonably withheld or delayed.

11. CASHIERING.

(a) Tenant shall be responsible for providing the necessary electronic cash registers for

the Coffee Shop, to include their installation, and assumption of their maintenance requirements. A

cash register system shall be selected according to the following specifications:

(i) The registers shall issue an itemized receipt.

(ii) An abstract of food items sold with price extensions will be automatically

prepared by the register on a daily basis.

12. PERFORMANCE STANDARDS.

In addition to the requirements specified in this Agreement, the following performance

standards are required of Tenant:

(a) Current menus posted at all times.

(b) Coffee Shop Manager or immediate assistant shall be on site during peak

periods to monitor operations and assist customers. Under no circumstances will Managers

replace Employee cashiers on a full-time basis.

(c) A qualified Employee cashier should be available at all times.

(d) Tenant is expected to be especially attentive about cleanliness in all areas:

serving, dining, preparation, entrance ways and all equipment.

13. REFUSE.

Tenant shall be responsible for providing trash and garbage disposal for all refuse

generated during Coffee Shop operations and catered events. The Tenant shall place properly

bagged trash in the Central Library dumpster. The removal of blockages in plumbing drain lines in

the Demised Premises shall be the responsibility of Tenant.

14. UTILITIES/SERVICES.

(a) The City shall provide the following utilities and services for the Demised

Premises:

• Electricity

• Heating, air conditioning, and ventilation per building policies of the City's

Energy Conservation Program

• Hot and cold running water

• Building maintenance and repairs for major structural items such as floors,

cabinet surfaces, walls and ceilings (except for damages caused by

Employees)

• Replacement of light bulbs in all City provided lighting fixtures

(b) The City shall not guarantee the uninterrupted provision of the above utilities and

services except to insure that all reasonable and diligent efforts will be pursued in restoring any

interrupted service. The City shall not be liable for product or revenue loss which may result from

interruptions or failure of the above services.

(c) Plumbing: All sinks and faucet maintenance and replacement are the Tenant’s

responsibility. Any repair or replacement must be approved through the City’s Facilities

Management Office and inspected by the City’s Building Maintenance Department. The sinks

faucets and garbage disposal are the Tenant’s responsibility. Any replacement of fixtures will

become the property of the City. The main plumbing system is the City’s responsibility. Any leaks

or other issues, the Tenant must notify the City’s Facilities Management Office immediately upon

discovery so they may contact Building Maintenance to repair.

15. OFFICE EQUIPMENT.

Tenant shall be responsible for procuring, installing, and maintaining its own telephone,

copier, computer, and general office equipment used in the Demised Premises and paying any

service charges related thereto. The installation of such equipment, if any, shall be coordinated

with, inspected and approved by the appropriate City department and the Library Manager. Unless

otherwise authorized, Tenant shall be prohibited from using telephone, copier, computer or general

office equipment that is owned, rented, or leased by the Central Library.

16. EQUIPMENT AND MAINTENANCE.

(a) The existing chairs, tables, counters, lighting, and other decorative items located

within the Demised Premises as of this date of this Agreement are provided by the City “as is”. All

repairs and replacements are subject to City’s approval, and may also be made by City at its sole

discretion. Food service equipment such as refrigeration, coffee machines, display cases etc.,

shall be the responsibility of the Tenant.

(b) Any equipment or supplies to be provided shall be approved by the Library

Manager and the Facilities Management Office. All such equipment or supplies shall be provided

by Tenant at the sole expense of Tenant and shall remain the sole property of Tenant. In the event

that any such equipment requires additional space or power, Tenant must seek the permission of

the Library Manager and the City’s Department of Public Works/Building Maintenance prior to

installation. All associated costs of installing or removing equipment shall be at the sole expense

of Tenant unless otherwise agreed to as indicated in paragraph 18(a) below.

(c) Tenant is responsible for daily cleaning and housekeeping of all casework,

countertops tile floors, wall surfaces, table tops, chairs, etc., in the Demised Premises and will

maintain high standards of appearance and cleanliness. Tenant will promptly replace or repair

equipment, furniture, floor covering or furnishings in the Demised Premises that have been

accidentally or willfully damaged, stained or misappropriated by Tenant, its Employees, or its

customers. All replacements and repairs must be approved by Library Manager and/or Facilities

Management Department. Demised Premises and furnishings will be delivered to Tenant in new

condition and will be returned to the City upon termination or expiration of the Agreement in good

and clean condition, excluding reasonable wear and tear as would normally occur over extended

use.

17. ASSIGNMENT OR SUBLETTING.

Tenant shall not assign this Agreement or sublet or encumber the Demised Premises or

any portion thereof, or permit the Demised Premises or any portion thereof to be used by any

person or entity other than Tenant or its patrons and customers of the Central Library without the

prior written consent of the City, such consent not to be unreasonably withheld or delayed.

18. ALTERATIONS AND ADDITIONS.

(a) Tenant shall not make, or cause or allow to be made, any alterations, additions

or improvements to the Demised Premises without the prior written consent of the Library Manager

and the City’s Facilities Management Office.

The City and Tenant shall agree on additional build-out plans for improvements

reasonably necessary to be made to the Demised Premises. Cost for improvements will be at the

expense of the Tenant. Tenant shall complete such improvements, substantially in accordance

with the agreed build-out plans, with due diligence, in good and workmanlike manner with first-

class materials and in compliance with all laws, ordinances, and regulations of public authorities.

(b) Tenant shall not place, or cause or allow to be placed, any sign or other

advertising display or device upon or about the Demised Premises, without the prior written

consent of the Library Manager, such consent not to be unreasonably withheld or delayed.

19. FIRE AND OTHER EMERGENCIES.

Tenant shall immediately call the City of Virginia Beach Fire Department and notify the

Central Library Administrative Office and the Central Library Building Manager on duty in the event

of fire or other emergency. All Employees shall be trained by Tenant and shall comply with respect

to fire, civil defense, bomb threat, and other emergency procedures established by the Central

Library staff.

20. SECURITY.

The Coffee Shop area cannot be locked off separately from the rest of the Central Library

functions and space. Tenant or its designated Employees shall have the responsibility to secure

the Demised Premises during operating hours and to determine that all appropriate equipment,

including task lighting has been turned off, and appropriate cabinets and equipment locked when

the coffee shop is closed for business. A complete set of keys (excluding those used for cash

control) for the Premises, including all cabinets and equipment shall be supplied to the Central

Librarian.

21. LIENS AGAINST DEMISED PREMISES.

Tenant agrees to do or permit no act which will cause a lien of any nature to be placed upon

the Demised Premises, and further agrees to indemnify the City for any and all liabilities incurred

by Tenant, or its agents or employees, claimed or charged against the Demised Premises. This

provision shall survive the expiration or the termination of this Agreement.

22. INDEMNITY AND HOLD HARMLESS.

It is understood and agreed that Tenant hereby assumes the entire responsibility and

liability for any and all injury or damages to persons or property caused by or resulting from or

arising out of any act or omission on the part of Tenant, its subcontractors, agents or employees

under or in connection with this Agreement or the performance or failure to perform any work

required by this Agreement. Except to the extent liability has been waived under Paragraph 24,

Tenant unconditionally agrees to indemnify and hold harmless the City, and its agents, volunteers,

servants, employees and officers from and against any and all claims, losses or expenses,

including but not limited to reasonable attorney's fees, which any indemnified party, may pay or

incur as the result of claims or suits due to, arising out of or in connection with any and all such

damage, real or alleged, and Tenant shall, upon written demand by the City assume and defend at

Tenant's sole expense any and all such suits or defense of claims. It is acknowledged and agreed

to by the parties hereto that Tenant neither shall be responsible nor liable for any and all claims,

losses or expenses caused by the gross negligence or any intentional wrongdoing of the City. This

indemnification provision shall survive the expiration or termination of this Agreement.

23. INSURANCE.

Tenant agrees to secure and maintain in full force and effect at all times during the period

this Agreement is in effect, the following policies of insurance:

(a) Workers' Compensation Insurance as required under title 65.2 of the Code of

Virginia.

(b) Comprehensive General Liability Insurance, including contractual liability and

products and completed operations liability coverage in an amount no less than one million dollars

($1,000,000) combined single limits (CSL). Such insurance shall name the City as an additional

insured. All policies of insurance required herein shall be written by insurance companies licensed

to conduct the business of insurance in Virginia, and acceptable to the City, and shall carry the

provision that the insurance will not be canceled or materially modified without thirty days (30) prior

written notice to the City.

(c) At the commencement of the term of this Agreement, Tenant shall deliver to the

City a certificate of insurance required to be maintained under this Paragraph 23. Tenant shall also

deliver to the City at least fifteen (15) days prior to the expiration date of any such policy (or any

renewal policy), certificates for the renewal of such insurance.

24. WAIVER OF SUBROGATION.

The City and Tenant agree on behalf of themselves and all others claiming under them,

including any insurer, to waive all claims against each other, including all rights of subrogation, for

loss or damage to their respective property arising from fire and any other perils normally insured

against in an extended coverage insurance policy, including vandalism and malicious mischief

endorsements. If either party so requests, the other party shall obtain from its insurer a written

waiver of all rights of subrogation that it may have against the other party.

25. DAMAGE OR DESTRUCTION OF THE DEMISED PREMISES.

(a) If the Demised Premises is damaged by fire or other casualty so as to render

same untenable, in whole or in substantial part, then Tenant may elect to terminate this Agreement

effective as of the date of such casualty. In addition, if the Central Library building is destroyed in

whole or in substantial part by fire or other casualty (regardless of the extent of the damage to the

Demised Premises), the City may elect to terminate this Agreement effective as of the date of such

casualty. The elections made by the City or Tenant herein shall be made within 90 days after the

occurrence of fire or other casualty, or shall be deemed waived.

(b) If this Agreement is not terminated as provided in Paragraph 25(a) above, either

because the damage does not render the Demised Premises untenable, either in whole or in

substantial part, or because either the City or Tenant, as the case may be, do not elect to terminate

this Agreement pursuant to the preceding provisions in Paragraph 25(a), then subject to

“Excusable Delay” as defined herein, the City shall use reasonable diligence to commence repair

or restoration, and shall thereafter diligently continue the same so as to repair and restore the

Demised Premises to substantially its original condition (excluding any alterations or leasehold

improvements made by Tenant or equipment or fixtures provided by Tenant). In this event, Rent

shall be abated in proportion to the untenable space until the Demised Premises is restored. For

purposes of this Paragraph 25, a “substantial part” shall be deemed to mean more than 50% of the

usable floor area of the Demised Premises or the Central Library building, as the case may be.

The term “Excusable Delay” shall mean any one or more of the following: labor disputes, fire,

damage or other casualty, unusual delay in transportation, adverse weather conditions,

unavailability of labor, materials and equipment, and any other causes beyond the City’s

reasonable control. Tenant, at its own expense, shall promptly replace and/or restore to their prior

condition any alterations or leasehold improvements made in the Demised Premises by Tenant. All

insurance proceeds arising from such damage or destruction shall be made available to the City.

The proceeds of any insurance policy of Tenant arising from the damage or destruction of Tenant’s

equipment, fixtures, servicewares or any leasehold improvements shall belong solely to Tenant.

26. SECURITY DEPOSIT.

Within fifteen (15) days following the delivery of the fully executed Agreement, Tenant shall

pay the City a security deposit in the amount of ________________________ to be held by the

City in an interest bearing account (“Security Deposit”), as security for the payment and

performance of Tenant’s obligations under this Agreement, and any renewal thereof, it being

expressly understood that the Security Deposit shall not be considered an advance payment of

Rent or a measure of the City’s damages in case of breach by Tenant. If, at any time, after a

breach of Agreement by Tenant, the City has exercised its right to use the Security Deposit or a

portion thereof, in payment of Rent, in reimbursement of any expense incurred by the City deemed

to be an obligation of Tenant, and in payment of any damages incurred by the City by reason of

such breach, Tenant shall on demand remit to the City a sufficient amount in cash to restore the

Security Deposit to the original amount or a revised amount, at the City’s option, based on the

then-applicable Rent.

Following the termination or expiration of the Agreement, the remaining amount of the

Security Deposit will be refunded to Tenant or to whoever is then the holder of Tenant’s interest in

this Agreement within sixty (60) days after the final termination, expiration, or the return of the

Demised Premises to the City, whichever is later, along with any interest accrued and a

reconciliation of additions to and deductions from the Security Deposit. If the claims of the City

exceed the amount of the remaining Security Deposit, Tenant shall remain liable for the balance of

such claims. If the City transfers its interest in the Demised Premises during the Initial Term or any

Renewal Term, the City may assign the Security Deposit to the transferee and thereafter shall have

no further liability for the return of such Security Deposit.

In the event of bankruptcy or other creditor-debtor proceedings against the Tenant, the

Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due

to the City for any period prior to the filing of such proceedings.

27. INSPECTION AND ACCESS.

(a) The City shall have the right to enter the Demised Premises at any reasonable

time, upon reasonable advance notice to Tenant, for the purpose of inspecting the same or to

make such alterations, repairs or improvements as the City or the Central Library may deem

necessary or desirable.

(b) The City shall have the right to enter the Demised Premises at any time, with or

without notice to Tenant, in cases of emergency.

(c) The Demised Premises shall be subject to inspection by health, fire and building

code officials at any time, with or without notice to Tenant.

28. FORCE MAJEURE.

Neither party shall be obligated to perform hereunder and neither shall be in default if

performance is prevented by fire, earthquake, flood, act of God, failure of utilities, riot, civil

commotion or other occurrences of like nature, and law, ordinance, rule, regulation, or order of any

public or military authority. Tenant shall not be deemed to be in default to the extent that its

performance is prevented by strikes or labor disputes other than strikes and labor disputes

between Tenant and its own Employees and, provided further, that this provision shall not excuse

performance where any alternate supply of products, labor or services is available.

29. BANKRUPTCY OR INSOLVENCY.

In the event Tenant shall make any assignment for the benefit of creditors, or in the event

Tenant's leasehold interest in the Demised Premises shall be subjected to execution or legal

process, or in the event Tenant shall go into receivership, the City shall have the right to terminate

this Agreement immediately, irrespective of whether Tenant is in default of any of the terms of this

Agreement.

30. BREACH OF AGREEMENT. In the event either party (a “Defaulting Party”) shall

breach any of the provisions of this Agreement and such breach is not cured by the Defaulting

Party within 30 days of delivery or mailing to it of written notice of breach, the other party (a “Non-

Defaulting Party”) shall have the right to terminate this Agreement. Such termination shall be

effective upon the mailing or delivery to the Defaulting Party of notice of termination. Termination

of this Agreement by Tenant as provided herein shall in no way relieve Tenant’s obligation to pay

any and all Rent due and owing to the City under Paragraph 3 of this Agreement prior to the date of

termination or Tenant’s obligations under Paragraph 22 of this Agreement. In the event City

terminates this Agreement upon default by Tenant, the City shall have the right to reenter and re-let

the Demised Premises and shall have the right to exercise any of its rights and remedies under

applicable law.

31. NOTIFICATION. Any notifications required by this Agreement shall be delivered in

person to, or mailed, certified mail, to:

City: City of Virginia Beach

Facilities Management Office, Building 18

2424 Courthouse Drive, Room 228

Virginia Beach, VA 23456

Rent Payments sent to:

City Treasurer

Municipal Center, Bldg. 1

2401 Courthouse Drive

Virginia Beach, VA 23456-9018

Tenant:

32. SPECIAL RIGHT TO TERMINATE.

The parties acknowledge that the City has certain powers, purposes and responsibilities by

virtue of being a municipality. To discharge its powers, purposes or responsibilities, the City shall

have the right to terminate this Agreement by giving written notice to Tenant one hundred eighty

(180) days in advance, in the event that the termination hereof is necessary for any public purpose,

upon action by City Council. Any Rent paid in advance by Tenant shall be returned by the City in

an amount prorated according to the actual period of occupancy. It is agreed that the power of the

City to terminate or interrupt Tenant’s use of the Demised Premises shall not be arbitrarily or

capriciously exercised.

33. SURRENDER OF PREMISES.

(a) Upon the expiration or sooner termination of this Agreement, Tenant shall

surrender the Demised Premises to the City and restore the Demised Premises to as near its

original condition as possible, reasonable wear and tear excepted.

(b) Tenant's equipment, fixtures and servicewares shall be removed from the

Demised Premises within seventy-two (72) hours following the termination or expiration of

Agreement. Tenant shall be responsible for all damage caused to the Demised Premises arising

out of the removal of Tenant’s equipment, fixtures and service wares.

34. EXCLUSIVITY.

During the term of this Agreement and any renewal thereof, Tenant shall have the exclusive

right to operate a coffee shop in the Central Library.

35. LOSS OF PROPERTY.

The City shall not be liable for the loss of any property of Tenant, or of its employees or

agents, irrespective of the cause thereof.

36. NO PARTNERSHIP OR JOINT VENTURE.

(a) It is understood and agreed by the parties hereto that they do not stand in the

relationship of partners or joint ventures in connection with the operation of the Coffee Shop

establishment contemplated by this Agreement. It is further understood and agreed by the parties

that neither party shall be held responsible for the debts or obligations of the other.

(b) Tenant hereby acknowledges and agrees that its employees and agents are

those of Tenant and not of the City, and nothing in this Agreement shall be deemed or construed to

create or imply any employment or agency relation between the City and any of Tenant's

employees or agents.

37. APPLICABLE LAW.

This Agreement shall be deemed to be a Virginia contract and shall be governed as to all

matters whether of validity, interpretation, obligation, performance or otherwise exclusively by the

laws of the Commonwealth of Virginia, and all questions arising with respect thereto shall be

determined in accordance with such laws. Regardless of where actually delivered and accepted,

this Agreement shall be deemed to have been delivered and accepted by the parties in the

Commonwealth of Virginia.

38. COMPLIANCE WITH ALL LAWS.

Tenant shall comply with all federal, state and local statutes, ordinances, and regulations

now in effect or hereafter adopted in the operation of the Coffee Shop and in the performance of

obligations herewith set forth. Tenant represents that it possesses all necessary licenses and

permits required to conduct its business and will acquire any additional licenses and permits

necessary for performance of this Agreement prior to the opening for business to the public. Tenant

further represents that it is a ______________ in good standing in the Commonwealth of Virginia

and will remain in good standing throughout the term of the Agreement. Tenant shall at all times

observe all health and safety measures and precautions necessary for the sanitary and safe

performance of Tenant’s obligations herewith.

39. VENUE.

Any and all suits for any claims or for any and every breach or dispute arising out of this

Agreement shall be maintained in the appropriate court of competent jurisdiction in the City of

Virginia Beach.

40. SEVERABILITY.

In the event any of the provisions of this Agreement shall be declared invalid or

unenforceable, the remainder of this Agreement shall remain in full force and effect.

41. NONDISCRIMINATION/DRUG-FREE WORKPLACE CLAUSE.

(a) During the performance of this Agreement, Tenant agrees as follows:

(i) Tenant shall not discriminate against any employee or applicant for

employment because of race, religion, color, sex or national origin, age,

disability or any other basis prohibited by state law relating to

discrimination in employment except where there is a bona fide

occupational qualification/consideration reasonably necessary to the

normal operation of Tenant. Tenant agrees to post in conspicuous places,

available to employees and applicants for employment, notices setting

forth the provisions of this nondiscrimination clause.

(ii) Tenant, in all solicitations or advertisements for employees placed by or on

behalf of Tenant, will state that such Tenant is an equal opportunity

employer.

(iii) Notices, advertisements and solicitations placed in accordance with federal

law, rule or regulation shall be deemed sufficient for the purpose of

meeting the requirements herein.

(iv) Tenant shall include the provisions of the foregoing subsections, (i), (ii),

and (iii) in every subcontract or purchase order of over ten thousand

dollars ($10,000.00), pertaining to this Agreement so that the provisions

will be binding upon such subcontractor or vendor.

(b) During the performance of this Agreement, Tenant agrees as follows:

(i) Tenant will provide a drug-free workplace for Tenant’s employees.

(ii) Tenant will post in conspicuous places, available to all its employees and

applicants for employment, a statement notifying employees that the

unlawful manufacture, sale, distribution, dispensation, possession, or use

of a controlled substance or marijuana is prohibited in Tenant’s workplace

and specify the actions that will be taken against employees for violations

of such prohibitions.

(iii) Tenant will state in all solicitations or advertisements for employees placed

by or on behalf of Tenant that Tenant maintains a drug-free workplace.

(iv) Tenant will include the provisions of the foregoing subsections (i), (ii), and

(iii) in every subcontract or purchase order of over $10,000, pertaining to

this Agreement, so that the provisions will be binding upon each

subcontractor or vendor.

THE CITY OF VIRGINIA BEACH DOES NOT DISCRIMINATE AGAINST FAITH-BASED

ORGANIZATIONS.

42. TRADE SECRETS AND PROPRIETARY INFORMATION. During the term of this

Agreement, either party (a “Disclosing Party”) may grant to the other party (a “Recipient”) a

nonexclusive right to access certain proprietary materials of the Disclosing Party, including recipes,

signage, food service surveys and studies, management guidelines and procedures, operating

manuals, software (both owned by and licensed to the Disclosing Party), computerized data bases

and similar compilations and documents regularly used in the Disclosing Party’s business

operations which are not in the public domain (“Trade Secrets”). The Recipient shall not disclose

any of the Disclosing Party’s Trade Secrets or other confidential information, directly or indirectly,

during or after the term of the Agreement, except as required by law or by valid order of a court or

other duly constituted governmental authority. The Recipient shall not photocopy or otherwise

duplicate any such material without the prior written consent of the Disclosing Party. All Trade

Secrets and other confidential information shall remain the exclusive property of the Disclosing

Party and shall be returned to the Disclosing Party immediately upon termination of the Agreement.

Without limiting the foregoing, the Recipient specifically agrees that all software associated with the

operation of the Disclosing Party, including without limitation, menu systems, food production

systems, the Disclosing Party’s accounting systems, and other software, are owned by or licensed

to the Disclosing Party and not the Recipient. Furthermore, the Recipient’s access or use of such

software shall not create any right, title, interest, or copyright in such software, and the Recipient

shall not retain such software beyond the termination of the Agreement.

43. MISCELLANEOUS.

(a) This Agreement and Tenant’s bid constitute the final, complete, and exclusive

written expression of the intentions of the parties, and shall supersede all previous

communications, representations, agreements, promises or statements, whether oral or written, by

any party or between the parties.

(b) No modification of any of the terms and conditions of this Agreement shall be

effective unless contained in a writing signed by both parties.

(c) The headings used herein have been inserted for convenience only and do not

constitute matters to be considered in interpreting this Agreement.

(d) No waiver of any breach of any of the terms of this Agreement shall be

construed, taken or held to be a waiver of any other breach or waiver, acquiescence in or consent

to any further or succeeding breach of the same term. To be effective, any such waiver must be in

writing signed by the party whose right is waived and received by the party in breach.

(e) This Agreement may be executed in counterparts by the parties hereto, each of

which when so executed and delivered shall be an original, but all such counterparts shall together

constitute one and the same instrument.

WITNESS the following signatures and seals:

CITY OF VIRGINIA BEACH

Date: _____________ By: ___________________________________ City Manager/Authorized Designee

(SEAL)

ATTEST:

__________________________ Ruth Hodges Fraser, City Clerk

___________________________

Date: _____________ By: __________________________________(SEAL)

Its: ____________________________________ Title

STATE OF VIRGINIA CITY OF VIRGINIA BEACH, to-wit:

The foregoing instrument was acknowledged before me this ____ day of ____________, 2017, by ________________________________________, City Manager/Authorized Designee of the City of Virginia Beach, on its behalf. He/She is personally known to me.

Notary Public My commission expires: ____________________ My commission number: ____________________ STATE OF VIRGINIA CITY OF VIRGINIA BEACH, to-wit:

The foregoing instrument was acknowledged before me this ____ day of ____________, 2017, by Ruth Hodges Fraser, City Clerk of the City of Virginia Beach, on its behalf. She is personally known to me.

Notary Public

My commission expires: ____________________ My commission number: ____________________ STATE OF _________________ CITY/COUNTY of _________________, to-wit:

The foregoing instrument was acknowledged before me this ____ day of ____________, 2017, by, ________________________________________, [title]________________________, on its behalf.

Notary Public My commission expires: ____________________ My commission number: ____________________

APPROVED AS TO CONTENT: APPROVED AS TO CONTENT: _______________________ Department of Public Libraries Facilities Management Office APPROVED AS TO LEGAL SUFFICIENCY: __________________________ City Attorney