HomeMy Public PortalAboutCafe rfp 2021 Town of Watertown
Purchasing Department
REQUEST FOR PROPOSALS:
CAFE
for
WATERTOWN FREE PUBLIC LIBRARY
MAY 2021
REQUEST FOR PROPOSAL
"Cafe"
For
Watertown Free Public Library
The Town of Watertown is seeking Proposals and sealed Price Proposals for"Cafe"
Services at the Watertown Free Public Library. Cafe Services will be effective July
1, 2021 through June 30, 2024. The Town reserves the right to reject any and all
proposals.
The selected firm shall have demonstrated previous experience in providing Cafe
Services as specified in the RFP.A complete RFP may be obtained,without charge,
by contacting the Purchasing Department via email at purchasing@watertown-
ma.gov or on the Towns web site at www.watertown-ma.cov document center for
Purchasing. Documents will be available after 8:30 a.m.—5:00 p.m. Monday—
Friday, beginning March 15, 2021 —April 1, 2021 at 1:00 p.m. prevailing due
time all proposals will be due. No late submissions will be accepted. It is
recommended that respondents to this request familiarize themselves with the
detailed RFP.
It is the intent of the Awarding Authority to award a contract within thirty (30)
business days after receiving the proposals. This service is being procured
according to MGL. 30B. This will be a 3 year contract commencing July 1, 2021.
The deadline for submitting proposals to the Town of Watertown Purchasing
Department,Administration Building, 149 Main Street,Watertown,MA, 02472, is
1:00 p.m., Thursday, April 1, 2021. This is not a public bid opening.
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 hours of operation
B. Library Code of Conduct
C. Library Policy on Food and Drink
D. Non-Collusion Form
E. Insurance requirements
F. Town of Watertown Sample Contract
Section I
Introduction
The Watertown Free Public Library seeks proposals for providing food service in the Library Cafe
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 Cafe clientele includes Library patrons and area business
people and residents.
Current traffic into the Library is estimated at 440,000 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 7692 in 2019)
• Adult Programs (334 programs with 6,769 attendance in 2019)
• Children's Room (493 programs with total 16,296 attendance in 2019)
• Young Adult Room (153 programs with total 3,237 attendance in 2019)
• Project Literacy(1373 programs with total 21,313 attendance in 2019)
• 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 cafe 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
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 1:00 pm, April 1, 2021.
Technical Proposals must be in sealed envelopes, plainly marked Watertown
Free Public Library Cafe. A separate sealed Price Proposal shall be plainly
marked Price Proposal 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 Cafe - 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.
5. References. Each proposal should include a minimum of three (3) business
references.
Request 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.
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
1. 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.
C. 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
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
M.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.
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
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
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.
5. 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 g
Town of Watertown
Request for Proposals
Watertown Free Public Library Cafe
Appendix A
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:OOpm - 5:OOpm
Hours are subject to annual municipal budget and Trustee vote.
Town of Watertown
Request for Proposals
Watertown Free Public Library Cafe
Appendix B
Library Code of Conduct
Library 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
Request for Proposals - Watertown Free Public Library Cafe 9
serve the rights of other patrons and staff members and to use the library
for its intended purposes. 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, 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;
• 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 products inside the library;
• Bringing animals into the library, except those trained to assist
individuals with
disabilities or for library-sponsored events involving animals;
• 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.
Request for Proposals - Watertown Free Public Library Cafe 10
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, 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.
Any unlawful actions committed in the library or on the library premises
will immediately be reported to the Watertown Police Department.
Request for Proposals - Watertown Free Public Library Cafe I I
Town of Watertown
Request for Proposals
Watertown Free Public Library Cafe
Appendix C
Library Policy on Food and Drink
Beverages in covered containers are permitted throughout the library.
They are not permitted under any circumstances in the local history
room.
Food is limited to the Cafe and to approved events in the meeting
rooms.
Approved by the Trustees
317106
Request for Proposals - Watertown Free Public Library Cafe 12
Town of Watertown
Request for Proposals
Watertown Free Public Library Cafe
Appendix D
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 E
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.
Request for Proposals - Watertown Free Public Library Cafe 14
Town of Watertown
Request for Proposals
Watertown Free Public Library Cafe
Appendix F
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
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. Pavment 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
Request for Proposals - Watertown Free Public Library Cafe 16
least 30 days prior to the effective date of any amendment or cancellation.
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. Assianment. 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
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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
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. Inspection 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. Rovalties 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.
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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
service, to the parties at the addresses set forth on Page 1 or furnished from time to
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.
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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
Approved as to Form:
(Contractor)
Town Attorney
By:
Name:
(Type or Print)
Title:
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