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HomeMy Public PortalAboutmay18caferfp Ili PL (V,VrF free Publlt Library Library Director Leone E. Cole TO: Library Board of Trustees FROM: Leone E. Cole, Library Director � — DATE: April 30, 2018 RE: Cafe RFP Enclosed is a draft of the RFP that does not include vending services.After our last meeting I contacted the Purchasing Agent regarding the RFP. She indicated that we could include vending services, but that it may be difficult to evaluate the RFP's if some are for cafe services and some are for vending services.So the draft included in this packet is for cafe services only. My thought was that if we do not get satisfactory RFP's,then we can go back out to bid for vending. it seems much cleaner to do it that way. I look forward to our discussion at the meeting. 123 Main Street Watertown, MA 02472-4478 617.972.6434 watertownlib.org Town of Watertown Purchasing Department REQUEST FOR PROPOSALS: 1 CAFE for WATERTOWN FREE PUBLIC LIBRARY MAY 2018 Town of Watertown Request for Proposals Watertown Free Public Library Cafe Table of Contents Section I Introduction Page 1 Section II Proposal Submission Requirements Page 2 Section III Minimum Criteria Page 3 Section IV Comparative Evaluation Criteria Page 4 Section V Award of Contract Page 5 Section VI Scope of Work and Contract Requirements Page 5 Section VII Appendices Page 9 A. Library Code of Conduct B. Library hours of operation C. Non-Collusion Form D. Insurance requirements E. Town of Watertown Sample Contract Section I Introduction The Watertown Free Public Library seeks proposals for providing food service in the Library Caf6 with a basic menu of high quality beverages, salads, sandwiches, and snacks through courteous and professional service to library patrons and outside clientele. About the Library: Located in Watertown Square, the Library is surrounded by city government offices, local businesses and residences.. Current Caf&clientele includes Library patrons and area business people and residents. Current traffic into the Library is estimated at 376,000 annually. The Library facilities and programs include: • One large meeting room (200 person capacity), two smaller meeting rooms, and three group study rooms(total number of reservations for these rooms totaled 7385 in 2014) - • Adult Programs(294 programs with 5964 attendance in 2017) • Children's Room (535 programs with total 17,073 attendance in 2017) • Young Adult Room (176 programs with total 2554 attendance in 2017) • Project Literacy(1032 programs with total 13,842 attendance in 2017) • Computer room with 24 workstations The Library hours, which are subject to change, are currently: • Monday—Thursday, 9:00 a.m.—9:00 p.m. • Friday, 9:00 a.m.—7:00 p.m. • Saturday, 9:00 a.m.—5:00 p.m. • Sunday, 1:00 p.m.—5:00 p.m. See Appendix A for the Library Code of Conduct. About the Cafe: The cafe is located on the first floor directly off the main corridor near the front entrance and adjacent to the Circulation Desk, Children's and Teen's Rooms.The dimensions are 36'X 20'. There is also a storage room with dimensions 10'X 12'. The floor is VCT tiles. The Library provides eight tables and 16 chairs. A counter, prep sink, and hand sink are provided by the Library, as well as a triple sink in the storage area. A grease trap, as required by the Health Department is also provided. The proposer will be responsible for installation of any refrigeration or other equipment. See Appendix B for the caf6 floor plan. Consumption of beverages in covered containers is allowed in the Library. Food consumption is allowed in the cafe area, staff room and all meeting rooms. See Appendix C for the Library policy on Food and Drink. Request for Proposals-Watertown Free Public Library Cafe 1 i Section II Proposal Submission Requirements Three (3) copies of the proposal must be submitted to the Purchasing Department 149 Main Street, Watertown, MA 02472 no later than 2:00 pm, May 31, 2018. Proposals must be in sealed envelopes, plainly marked Watertown Free Public Library Cafe. There will be no public opening of proposals. The names and addresses of all parties submitting proposals will be provided to the committee selected to evaluate them. THE ENCLOSED NON-COLLUSION FORM MUST BE SIGNED AND SUBMITTED ALONG WITH PROPOSALS. As required by M.G.L., c.30B, s.6 each copy of the proposal must contain (2) original sealed envelopes, one marked "Watertown Free Public Library Cafe - Price Proposal" and one marked "Watertown Free Public Library Caf6 - Technical Proposal". The Technical Proposal shall not include any price information. PRICE PROPOSAL The price proposal will include a provision for rent paid to the Town of Watertown. An advantageous proposal provides for a rent of$100 per month or 5% of gross profits, whichever is greater. TECHNICAL PROPOSAL The technical proposal must include: 1. Proposed Menu. The proposed menu will, at a minimum, include offerings in each of the following categories and include prices and portion sizes: a. Coffee and tea drinks b. Dessert and snack items, including at least one healthy snack option C. Other beverages such as bottled water, juices, and soft drinks in bottles or cans. 2. Experience and Qualifications. A description of the qualifications and food service experience of the proposer. 3. Proposed Equipment, Packaging, and Utensils. Information on any proposed equipment, food packaging, and utensils. The Town of Watertown strongly encourages the use and purchase of recycled products. 4. Proposed Business Operations Plan. The proposer's plan for operation of the Cafe. Areas covered by the plan should include at a minimum, the following: a. Hours of Operation. b. Proposed plan of operation for staffing, methods of displaying and serving food. c. Proposed signage and marketing plan. S. References. Each proposal should include a minimum of three (3) business references. IRequest for Proposals-Watertown Free Public Library Cafe 2 Section III Minimum Criteria All proposals must meet the following minimum criteria in order to be considered for further evaluation: 1. Experience. The proposer must have at least three (3) years experience in the food service industry. 2. Standard Menu. The proposed standard menu must include items from each of these categories: Beverages, Dessert and Snack Items. 3. Staffing Requirements. The proposed business operations plan must indicate trained and competent staff during all operating hours of the cafe. All cafe personnel will be required to behave in a professional and courteous manner at all times. 4. Menu Display. A menu will be displayed for patrons to see the current pricing for all items. Cafe personnel will be trained and familiar with the pricing. - i Request for Proposals - Watertown Free Public Library Cafe 3 • Section IV Comparative Evaluation Criteria Proposals which meet the minimum criteria will be evaluated based on the following comparative criteria: 1. Experience and Qualifications Number of years proposer has in the food service industry. Highly Advantageous: More than 5 years Advantageous: 3-5 years 2. Standard Menu Variety Highly Advantageous: includes additional menu items including lunch items and a free trade coffee option Advantageous: includes items from all of the identified menu categories 3. Staffing Requirements Highly Advantageous: Provisions for additional Cafe staffing during busy periods and as back-up cafe coverage Advantageous: Cafe staff on site during all cafe hours. 4. Proposed Business Plan A. Hours of operation: Highly Advantageous: Provide 8 hours of operation Monday - Saturday and 4 hours on Sunday. Advantageous: Provide a shorter operating schedule but include hours each day the library is open. See Appendix D for Library hours. S. Interview Proposers whose submittals meet the minimum criteria will be invited to attend a personal interview with the Evaluation Committee. The purpose of the interview will be to allow the Proposer to verbally present his/her plan for the successful operation of the cafe and to respond to questions from the committee. Highly Advantageous: Proposers who present a cogent and creative plan for the cafe and who demonstrate a clear and realistic understanding of its successful operation based on documentable past experience. Advantageous: Proposers who present a plan that is cogent and demonstrate an understanding of a successful operation. Request for Proposals-Watertown Free Public Library Cafe 4 Section V Award of Contract The contract will be awarded to the proposer deemed by the evaluation committee and the Chief Procurement Officer to have submitted the most advantageous proposal taking into consideration all of the listed comparative criteria. The Town of Watertown reserves the right, in the best interests of the Town, to reject any and all proposals. Section VI Scope of Work and Contract Requirements - i. General A. The successful proposer ("Operator" hereafter) will provide cafe clientele with a basic menu of high quality beverages, lunch items, desserts, and snacks during consistently maintained and publicized hours of operation. B. It shall be the responsibility of the Operator to establish, review and control the pricing and portion sizes of all items available for sale in the cafe with final review and approval by the Library Board of Trustees. IC. The term of the agreement resulting from this RFP will be three (3) years from the date of contract execution. The Town (acting through the Library Board of Trustees) may terminate this Agreement at any time upon thirty (30) days written notice for any reason including its own convenience or for cause, including but not limited to, failure to pay monthly rent, failure to have any necessary local, state, or federal licenses and/or permits, failure to pay any and all taxes, failure to maintain required worker's compensation insurance in force at all times, failure to comply with any I local, state, or federal regulations pertaining to food establishments of this type, failure to promptly correct any use of the premises that conflicts with the Town use, and failure for satisfactory behavior of all staff/management. In the case of a termination for cause, the Town shall give the Operator a written notice of termination stating the basis of the termination, effective thirty (30) days after the Operator's receipt of such notice. The Operator shall have the right to cure the cause of termination within ten (10) days of receipt of the notice. D. Before beginning operations, the Operator will be expected to provide certificates of insurance naming the Town as an additional insured reflecting the existence of at least $1,000,000 of General Comprehensive Liability Insurance and insurance for the payment of compensation and the furnishing of other benefits in accordance with iM.G.L. c. 52, as amended, to all employed under the contract and shall continue such insurance in full force and effect during the term of the contract. The Operator shall indemnify the Library from any theft, damage, or loss of property. E. The Operator will obtain at its own expense all local, state, or federal licenses and/or approvals throughout the time it uses the premises pursuant to this RFP. The Operator will comply with all local, state and federal laws and ordinances in operating the cafe. In order to obtain an annual food permit, the Operator must complete the •� Request for Proposals - Watertown Free Public Library Cafe 5 Health Department Food Plan Review process. This consists of completing a Plan Review application (see Appendix Q. In addition to other requirements, the application submittals consist of a detailed floor plan, specification sheets for all food storage and preparation equipment, proof of Food Protection Manager training, an approved menu and a plan review application fee of$125.00. The Watertown Health Department offers Person in Charge training for new establishments. The training details the expectations of the Watertown Health Department in accordance with Article 10, 105CMR 590-595 for the Food Code. Further information will be provided during the Food Plan Review Process. F The Operator will on a monthly basis provide to the Library Board of Trustees a detailed statement of all revenue and operating expenses relating to cafe operations. Annually, the Operator shall document its payment of all applicable taxes and compliance with all federal, state, or local tax laws. Annually at minimum, and as may be otherwise requested by the Town, the Operator shall provide evidence of Worker's Compensation and General Liability insurance as required in paragraph D above. G. The Operator shall pay rent monthly. Rent calculation will be based on the first of each month to the last day. In the case that the first month of operation is not a full month, rent will be based on sales from the first open day to the end of that month. The Operator is to make rent payment within fifteen (15) days of the last day of the preceding month. If the Operator is delinquent for 15 days or longer in paying rent, the Operator shall pay a $25 late fee (subject to change), accrued monthly until the payment is made in full. I 2. Facilities and Equipment A. The Town authorizes the Operator to use the cafe space for the sole purpose of operating a cafe in accordance with this RFP. The following equipment is installed in the cafe and will be available for use by the Operator: Triple sink Food preparation sink i Hand washing sink Slop sink (in custodial closet on same floor of library) Grease trap Built-in counter 8 cafe tables 16 chairs B. The Operator shall be responsible to provide any additional equipment which it deems necessary by reason of its operation of the cafe. All such additional equipment to be delivered to or installed in the cafe must be approved in advance by the Library Board of Trustees or their designee. Any equipment, fixture, or appurtenance the installation of which requires a permanent alteration to the building structure shall become the property of the Library upon termination of the agreement. The Library may, at its discretion, allow the Operator to remove equipment, fixtures, or appurtenances if the Operator at its own expense and to the Library's satisfaction restores the building structure to its condition prior to installation. Request for Proposals- Watertown Free Public Library Cafe 6 C. All kitchen mechanical equipment to be installed at the Operator's expense, including but not limited to soft drink display cases, dessert, dairy, and other 1 assorted refrigerated cases, shall be serviced at the Operator's expense at least semi-annually to ensure proper operation. Service to heating and cooling equipment must include compressors, coils, and related mechanical components. It shall be the Operator's responsibility to ensure that all display cases are moved and the compressors, coils, interior, and exterior of machines and equipment are washed and cleaned of dirt, dust grease, and debris including behind and beneath the units. Upon termination of the contract, the Operator will remove any non-permanent equipment installed at his/her expense, unless other arrangements are made between the Operator and the Town. D. The Town will not guarantee the uninterrupted provision of electric, gas or other utilities or services except to ensure that all reasonable and diligent efforts will be pursued in restoring interrupted service. The Town shall not be liable for any losses incurred by the Operator which may result from interruptions or failure of such service. E. The Operator will not perform any spatial modifications to the cafe. The Library will in good faith, but without obligation, consider modifications to the facility which the Operator desires to enhance serviceability. All such modifications will be performed by the Library's own contractors. In no instance shall failure by the Library to perform a requested modification relieve the Operator from fully performing its obligations under this contract. F. The Operator shall provide all required equipment, furnishings, appliances, dishware, flatware, paper goods and other utensils required for the serving and consumption of the menu items. Commercial quality paper/plasticware for customer use will be acceptable. 3. Access To and Use of Space A. For purposes of food preparation, cleaning, etc., or for any of the purposes identified in Section F below, the Operator will be allowed access to the cafe between the hours of 7:00 am and 11:00 pm each day. The Operator will have no right to use the premises except during those hours described above except as specifically permitted by the Library Board of Trustees or their designee, which permission shall not be unreasonably withheld. The cafe operation shall not interfere with the normal operations of the Library. B. The seating area of the cafe shall be available to the public and library staff during all Library hours regardless of whether they have purchased food or beverages from the cafe. C. The cafe does not have doors to the public hallway that can be locked. There must always be access through the cafe for library staff to access the staff room off of the cafe. If the cafe is not open all of the hours that the library is open, the Operator is responsible for security of his/her equipment during those hours the cafe is not open for business. D. The Library or individuals as permitted by the Library may use the cafe seating space at times when the cafe is not operating, provided that such use shall not be Request for Proposals- Watertown Free Public Library Cafe 7 inconsistent with the Operator's use and the Library notifies the Operator of such intended use in advance. 4. Cleaning and Sanitation Requirements A. The Operator shall maintain all areas of the cafe space in a clean and sanitary manner in accordance with the highest industry standards. The Operator shall train all employees in a "clean-as-you-go" policy. The cafe will be subject to regular inspection by Town of Watertown Health Department Officials. B. Continually through the day the Operator shall keep clean the VCT the floor, counter, tables and chairs. The VCT floor will be washed and waxed on a regular basis by the library cleaning staff. C. Cafe patrons shall be expected to bus their trays, plates, cups, and other debris to designated receptacles and locations. The Operator shall be responsible to monitor the cafe seating area during service hours to ensure it is maintained in a clean condition, with trash and debris removed from tables, trash receptacles emptied and tables and chairs wiped down as needed. The Operator may deposit trash in the Town Hall dumpster. D. The Operator shall encourage the recycling of plastic, glass, and aluminum beverage containers and shall provide separate receptacles for this purpose. The Operator is strongly encouraged to use recycled products. S. Personnel Requirements The Operator will be responsible to recruit, train, supervise, direct, discipline and, if necessary, discharge any and all personnel working in the cafe. Service should be timely, attentive, and friendly. Each employee should be clean, neat, and well groomed. Each floor of the library has public restrooms for cafe employee use. 6. Special Conditions A bookstore operation is ongoing in the cafe space. The Operator will be responsible for collecting book sale money, accounting for those sales, and turning over the proceeds to the Library on a daily basis. Request for Proposals- Watertown Free Public Library Cafe 8 Town of Watertown Request for Proposals Watertown Free Public Library Cafe Appendix A LIBRARY CODE OF CONDUCT Watertown Free Public Library provides a safe, comfortable environment conducive to the use of the library materials and facilities. The Library is intended for the use of all members of the public. Patrons are expected to observe the rights of other patrons and staff members and to use the Library for its intended purposes. Patrons must be fully clothed. Patrons whose bodily hygiene is offensive so as to constitute a nuisance to other persons shall be required to leave the building. No smoking or vaping on library property or within 25 feet of the library building. Misconduct will not be allowed in the library. Definition: Misconduct may include, but is not limited to: • Interfering with the rights of individuals to use the library materials, services and premises;' • Interfering with the ability of staff to conduct library business; • Threatening the secure and comfortable environment of the library or those using the library; • Willfully annoying, harassing,2 or threatening another person; • Endangering or potentially endangering the safety or health of others; • Engaging in disorderly, loud, or boisterous behavior in a manner not in keeping with the atmosphere of a library; • Using abusive or profane language; 'The term"premises" includes:the interior of all Library buildings and the exterior on the lot on which Library buildings are situated. 2 Harassment is defined as any action taken or situation created that would be reasonably deemed to produce psychological or physical discomfort,embarrassment,or humiliation for others.Harassment is characterized by requests for sexual contact,unwelcome physical advances,or conduct(verbal or physical) of a nature that is intimidating,demeaning,hostile,offensive,or potentially dangerous to self or others. Request for Proposals-Watertown Free Public Library Cafe 9 • Theft, vandalism, or the deliberate destruction of materials, property, or the personal property of patrons or staff members; • Maliciously accessing, altering, deleting, damaging, or destroying any computers, peripherals, computer system, network, computer program or data; • Impeding access to library resources, premises, or an area of the premises; • Entering the non-public or locked areas, unless accompanied by a staff member or through prior authorization from a staff member; • Using personal electronic devices without earphones or with earphones at an unreasonable volume; • Using cell phones at a volume that is disruptive to others; • Distributing or posting material without staff approval; • Photographing or video taping of individuals unless authorized by the individuals involved or with permission of the parent or guardian if a minor is involved; • Soliciting of sales or selling to library patrons except at library-sponsored events; • Using tobacco or nicotine delivery products inside the library; • Bringing animals into the library, except those trained to assist individuals with • disabilities or for library-sponsored events involving animals; • Eating food in the library with the exception of the cafe or approved meeting room events; • Bringing uncovered beverages into the library; • Using alcohol on library premises; • Using restroom facilities for activities other than their intended purpose; • Conduct that otherwise violates municipal, state, or federal law or regulations. I Consequences Enforcement of these rules may take the form of any of the following actions, depending upon the severity of the misconduct,which will be determined by the staff on duty at the time. Misconduct by persons under eighteen years of age is discussed by the remedies provided in the section regarding unattended children. • Patrons who engage in misconduct will be given one warning and asked to behave in an appropriate manner. Patrons who do not modify their behavior after one warning may be asked to leave for the rest of the day. • Patrons who engage in misconduct that in the judgment of a staff member is "extreme" may be ordered to leave the building immediately and may be requested not to return for the remainder of the day. "Extreme" misconduct may include activities that are harassing, Request for Proposals - Watertown Free Public Library Cafe 10 threatening, dangerous or destructive to persons or property at the Library premises. • If necessary, a staff member may call the police for assistance. • Patrons who engage in misconduct may receive, by certified or registered mail or hand delivery,written notice from the Director of suspension or revocation of Library privileges, including prohibition against entering the Library for a period of one week to one year, depending on the nature of the misconduct,the extent of damage or disruption caused by policy infractions, and other relevant circumstances. Patrons may request a hearing before the Board of Library Trustees to appeal the notice within fourteen (14) days of such notice and the notice shall include language advising the patron of the right to appeal. 'i .l ' Any unlawful actions committed in the library or on the library premises will i immediately be reported to the Watertown Police Department. Request for Proposals-Watertown Free Public Library Cafe 11 r Appendix B/ Library Hours of Operation The Library's hours for FY2019 will be as follows: Monday through Thursday: 9:00 a.m. - 9:00 p.m. Friday: 9:00 a.m. - 7:00 p.m. Saturday: 9:00 a.m. - 5:00 p.m. Sunday: 1:00pm - 5:OOpm ' Hours are subject to annual municipal budget and Trustee vote. Request for Proposals- Watertown Free Public Library Cafe 12 Town of Watertown Request for Proposals Watertown Free Public Library Cafe Appendix C NON COLLUSION AND STATE TAX STATUS FORM CERTIFICATE OF GOOD FAITH (NON-COLLUSION) and TAX COMPLIANCE Pursuant of M.G.L. Ch. 62C, Sec. 49A, I certify under the pains and penalties of perjury that the contractor has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support. The undersigned certifies under penalties of perjury that this bid has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity or group of individuals. Name of Person Signing Bid (Please Print) Signature of Person Signing Bid Company Request for Proposals-Watertown Free Public Library Cafe 13 Town of Watertown Request for Proposals Watertown Free Public Library Cafe Appendix D INSURANCE LIABILITY COVERAGE A. The CONTRACTOR shall, before commencing performance of this Agreement,provide by insurance for the payment of compensation and the furnishing of other benefits in accordance with M.G.L. c.152, as amended, to all its employees and shall continue such insurance in full force and effect during the term of the Agreement. B. The CONTRACTOR shall also maintain general liability insurance, including property damage, bodily injury or death and personal injury, in an amount of not less than$1,000,000/$2,000,000 and motor vehicle liability insurance against claims for damages because of bodily injury or death of any person or damage to property in an amount not less than $500,000/$1,000,000. The TOWN shall be named as an additional insured on the general liability and automobile liability coverage. C. Certificates and any and all renewals substantiating that required insurance coverage be in effect shall be filed with the Agreement. Any cancellation of insurance,whether by the insurers or by the insured, shall not be valid unless written notice thereof is given by the party proposing cancellation to the other party and to the TOWN at least fifteen days prior to the intended effective date thereof,which date shall be expressed in said notice. Town of Watertown Request for Proposals-Watertown Free Public Library Cafd 14 Request for Proposals Watertown Free Public Library Cafe Appendix E SAMPLE TOWN AGREEMENT THIS AGREEMENT made this day of , 20 by and between the Town of , a municipal corporation duly organized under the laws of Massachusetts and having a usual place of business at , , MA , acting by and through its , hereinafter referred to as the"Town", and , a Massachusetts corporation/partnership/sole proprietorship) having a usual place of business at It MA , hereinafter referred to as the "Contractor". WITNESSETH: Whereas, the Town invited the submission of a proposal for "the Project"; and WHEREAS,the Contractor submitted a proposal in response to said invitation, and the Town has awarded the contract therefore to the Contractor. NOW, THEREFORE,the Town and the Contractor agree as follows: 1. Contract Documents. The Contract Documents consist of this Agreement,the purchase description, if any,the Invitation for Bids or Request for Proposals, Instructions to Bidders/Proposers, Scope of Services or Specification, and the quotation, bid or proposal submitted by the Contractor, including negotiated modifications to the Plan of Services, if any. The Contract Documents constitute the entire Agreement between the parties concerning the work, and all are as fully a part of this Agreement as if attached hereto. In the event of a conflict between any of the Contract Documents,the document most favorable to the Town, in its sole determination, shall prevail. 2. The Work. The Work consists of , as more fully described in the Contract Documents as defined above. 3. Term of Contract. This Agreement shall be in effect from and shall expire on ,unless terminated earlier pursuant to the terms hereof. (If the solicitation provided for an option to extend, insert the following: This Agreement may be extended for an additional term of , at the sole discretion of the Town, and any such option shall not be subject to the acceptance or approval of the Contractor.) Request for Proposals-Watertown Free Public Library Cafe 15 4. Compensation. A. The Town shall pay, as full compensation for items and/or services furnished and delivered in carrying out this Agreement. Total Price $ ,as set forth in more detail in the Contract Documents. B. The acceptance by the Contractor of final payment for items and/or services provided shall be deemed a release of the Town from any and all claims and liabilities under this Agreement. C.Neither the Town's review, approval or acceptance of, nor payment for any of the items and/or services provided shall be construed to operate as a waiver of any rights of the Town under the Agreement or any cause of action arising out of the performance of the Agreement. 5. Payment of Compensation. The Town shall make payments as follows: Once monthly. 6. Liability of the Town. The Town's liability hereunder shall be to make all payments when they shall become due, and the Town shall be under no further obligation or liability. Nothing in this Agreement shall be construed to render the Town or any elected or appointed official or employee of the Town, or their successors in office, personally liable for any obligation under this Agreement. 7. Independent Contractor. The Contractor acknowledges and agrees that it is acting as an independent contractor for all work and services rendered pursuant to this Agreement, and neither the Contractor, nor its employees,agents, servants nor any person for whose conduct the Contractor is responsible shall be considered an employee or agent of the Town for any purpose. 8. Indemnification. The Contractor shall indemnify,defend, and hold the Town harmless from and against any and all claims,demands, liabilities,actions, causes of actions, costs and expenses, including attorney's fees, arising out of the Contractor's breach of this Agreement or the negligence or willful misconduct of the Contractor, or the Contractor's agents or employees. 9. Insurance. A. The Contractor shall obtain and maintain during the term of this Agreement the insurance coverage in companies licensed to do business in the Commonwealth of Massachusetts, and acceptable to the Town,as set out in the Invitation for Bids or Request for Proposals, or in Attachment A hereto. (Consult with the Town's insurer or insurance advisor as to appropriate types and levels of coverage given the nature of the contract work.) B. All policies shall identify the Town as an additional insured(except Workers' Compensation) and shall provide that the Town shall receive written notification at least 30 days prior to the effective date of any amendment or cancellation. Request for Proposals-Watertown Free Public Library Cafe 16 Certificates evidencing all such coverage's shall be provided to the Town upon the execution of this Agreement, and at least ten (10) days prior to the renewal of any such coverage. Each such certificate shall specifically refer to this Agreement and shall state that such insurance is as required by this Agreement. Failure to provide or to continue in force such insurance shall be deemed a material breach of this Agreement and shall be grounds for immediate termination. 10. Assignment. The Contractor shall not assign, sublet or otherwise transfer this Agreement, in whole or in part,without the prior written consent of the Town, and shall not assign any of the moneys payable under this Agreement, except by and with the written consent of the Town. 11. Termination. A. Termination for Cause. If at any time during the term of this Agreement the Town determines that the Contractor has breached the terms of this Agreement by negligently or incompetently performing the work, or any part thereof, or by failing to perform the work in a timely fashion, or by failing to perform the work to the satisfaction of the Town, or by not complying with the direction of the Town or its agents, or by otherwise failing to perform this Agreement in accordance with all of its terms and provisions,the Town shall notify the Contractor in writing stating therein the nature of the alleged breach and directing the Contractor to cure such breach within ten (10) days. The Contractor specifically agrees that it shall indemnify and hold the Town harmless from any loss, damage, cost, charge, expense or claim arising out of our resulting from such breach regardless of its knowledge or authorization of the actions resulting in the breach. If the Contractor fails to cure said breach within ten (10) days,the Town may, at its election at any time after the expiration of said ten(10) days, terminate this Agreement by giving written notice thereof to the Contractor specifying the effective date of the termination. Upon receipt of said notice, the Contractor shall cease to incur additional expenses in connection with this Agreement. Upon the date specified in said notice, this Agreement shall terminate. Such termination shall not prejudice or waive any rights or action which the Town may have against the Contractor up to the date of such termination, and the Contractor shall be liable to the Town for any amount which it may be required to pay in excess of the compensation provided herein in order to complete the work specified herein in a Request for Proposals - Watertown Free Public Library Cafe 17 timely manner. Upon such termination, the Contractor shall be entitled to compensation for all satisfactory work completed prior to the termination date, as determined by the Town. B.Termination for Convenience. The Town may terminate this Agreement at any time for convenience by providing the Contractor written notice specifying therein the termination date which shall not be sooner than ten days from the issuance of said notice. Upon receipt of said notice, the Contractor shall cease to incur additional expenses in connection with this Agreement. Upon such termination, the Contractor shall be entitled to compensation for all satisfactory work completed prior to the termination date,as determined by the Town,such payment not to exceed the fair value of the services provided hereunder. 12. Innnection and Reports. The Town shall have the right at any time to inspect the work of the Contractor, including the right to enter upon any property owned or occupied by Contractor, whether situated within or beyond the limits of the Town. Whenever requested, Contractor shall immediately furnish to the Town full and complete written reports of its operation under this Agreement in such detail and with such information as the Town may request. 13. Royalties and Patents: The Contractor shall pay all applicable royalties and license fees. In addition,the Contractor hereby represents that it is duly authorized to use any process or other intellectual property rights held by third parties in the performance of this Agreement, it shall defend all suits or claims for infringement of any patent or other intellectual property rights and shall indemnify and hold the Town harmless from loss on account thereof. 14. Successor and Assigns. This Agreement is binding upon the parties hereto,their successors, assigns and legal representatives. Neither the Town nor the Contractor shall assign or transfer any interest in the Agreement without the written consent of the other. Notwithstanding the approval of any assignment by the Town pursuant to this paragraph,the Contractor shall remain liable for the full performance of the terms of this Contract. 15. Compliance with Laws. The Contractor shall comply with all Federal, State and local laws,rules,regulations and orders applicable to the work provided pursuant to this Agreement, such provisions being incorporated herein by reference, and shall be responsible for obtaining all necessary licenses,permits, and approvals required for the performance of such work. The Contractor shall indemnify and hold the Town harmless for and against any and all fines,penalties or monetary liabilities incurred by the Town as a result of the failure of the Contractor to comply with the previous sentence. 16.Notice. Any and all notices, or other communications required or permitted under this Agreement, shall be in writing and delivered by hand or mailed postage prepaid, return receipt requested, by registered or certified mail or by other reputable delivery Request for Proposals- Watertown Free Public Library Cafe 18 service, to the parties at the addresses set forth on Page 1 or furnished from time to 1 time in writing hereafter by one party to the other party. Any such notice or correspondence shall be deemed given when so delivered by hand, if so mailed, when deposited with the U.S. Postal Service or, if sent by private overnight or other delivery service, when deposited with such delivery service. 17. Severability. If any term or condition of this Agreement or any application thereof shall to any extent be held invalid, illegal or unenforceable by the court of competent jurisdiction,the validity, legality, and enforceability of the remaining terms and conditions of this Agreement shall not be deemed affected thereby unless one or both parties would be substantially or materially prejudiced. 18. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts and the Contractor submits to the jurisdiction of any of its appropriate courts for the adjudication of disputes arising out of this Agreement. 19. Entire Agreement. This Agreement, including all documents incorporated herein by reference, constitutes the entire integrated agreement between the parties with respect to the matters described. This Agreement supersedes all prior agreements, negotiations and representations, either written or oral, and it shall not be modified or amended except by a written document executed by the parties hereto. Request for Proposals-Watertown Free Public Library Cafe 19 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first written above. TOWN OF WATERTOWN I certify that an appropriation Is available in the amount of this contract. By: Town Auditor Town Manager I Approved as to Form: I Contractor Town Attorney By: Name: (Type or Print) Title: I Request for Proposals-Watertown Free Public Library Cafe 20