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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
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