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HomeMy WebLinkAboutABBI'S COFFEE MILL SNACK BAR LOBBY OF MUNICIPAL BUILDING . J ,t J , SNACK BAR OPERATING AGREEMENT BETWEEN AUGUSTA, GEORGIA ("OWNER") AND ABBI'S COFFEE MILL ("VENDOR") 1 of 14 . , , SNACK BAR OPERATING AGREEMENT ~.., 1 d ! . THIS AGREEMENT, (the "Agreement") made this f. _' day of _;..' -., :...~,2005, between Augusta, Georgia, a political subdivision 0 the State of Georgia, ~er called the Owner and Abbi's Coffee Mill, hereinafter called the Vendor. I. Basic Agreement Information. A. "Premises" shall refer to the 17' x 18' room in the northeast corner of the lobby of the Augusta Municipal Building located at 530 Greene Street, Augusta, Georgia. B. "Rentable Area" is deemed to be approximately 306 square feet. C. "Rent": the base rent for the space payable by the Vendor to the Owner is $200 per month. D. "Term": the term of this agreement is to be for a period of 24 months, with an option to extend for two contractual terms of two years each. The Term shall commence on September 12, 2005 (the "Commencement Date") and, unless terminated early in accordance with this Agreement, end on September 11, 2007 (the "Termination Date"). The Owner and the Vendor have the right to cancel this Agreement upon 60 days written notice. E. Vendor allowance(s): None. F. "Security Deposit": None G. "Permitted Use": Snack Bar/Coffee Shop H. "Notice Addresses": Vendor: On and after the Commencement Date, notices shall be sent to Vendor at the Premises. Prior to the Commencement Date, notices shall be sent to Vendor at the following address: Abbi's Coffee Mill 403 Fury's Ferry Road Suite 102 Martinez, GA 30907 Phone #: 706/651-9111 Fax #: 706/651-9080 Owner: Geri A. Sams, Director Procurement Department. 530 Greene St. Room 605 Augusta, GA 30911 L Rent (defined in Article LC) is payable to the order of Augusta Georgia at the following address: Finance Department, 530 Greene Street, Augusta, GA 30911. J. "Business Day(s)" are Monday through Friday of each week, exclusive of New Year's Day, Martin Luther King's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, 2 of 14 Thanksgiving Day, the day after Thanksgiving Day, Christmas Eve and Christmas Day ("Holidays"). The Owner may designate additional Holidays. K. "Owner Work" means the work, if any, that Owner is obligated to perform in the Premises. L. "Law(s)" means all applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity. M. "Normal Business Hours" for the Building are 8:00 A.M. to 5:00 P.M. on Business Days Monday through Friday. N. "Property" means the Building and the parcel(s) of land on which it is located and, at Owner's discretion, the parking lot and other improvements serving the Building, if any, and the parcel(s) of land on which they are located. II. Rent. As consideration for this Agreement, Vendor shall pay Owner, without any setoff or deduction, the total amount of Rent due for the Term. Rent and any other charges shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Rent for the first full calendar month of the Term shall be payable upon the execution of this Agreement by Vendor. All other items of Rent shall be due and payable by Vendor on or before the 10th day of each month. All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Owner. If Vendor fails to pay any item or installment of Rent when due, Vendor shall pay Owner an administration fee equal to 5% of the past due Rent, provided that Vendor shall be entitled to a grace period of 5 days for the first 2 late payments of Rent in a given calendar year. If the Term commences on a day other than the first day of a calendar month or terminates on a day other than the last day of a calendar month, the monthly Rent for the month shall be prorated based on the number of days in such calendar month. Owner's acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. No endorsement or statement on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept the check or payment without prejudice to that party's right to recover the balance or pursue other available remedies. Vendor's covenant to pay Rent is independent of every other covenant in this Agreement. III. Compliance with Laws; Use. The Premises shall be used only for the Permitted Use and for no other use whatsoever. Vendor shall not use or permit the use of the Premises for any purpose which is illegal, dangerous to persons or property or which, in Owner's reasonable opinion, unreasonably disturbs any other Vendors of the Building or interferes with the operation of the Building. Vendor shall comply with all Laws, including the Americans with Disabilities Act, regarding the operation of Vendor's business and the use, condition, configuration and occupancy of the Premises. Vendor, within 10 days after receipt, shall provide Owner with copies of any notices it receives regarding a violation or alleged violation of any Laws. The Vendor is responsible for obtaining all licenses, fees and taxes required for their operations. IV. Security Deposit. None. V. Services to be Furnished by Owner. A. Owner agrees to furnish Vendor with the following services: (1) Water service on the Premises; (2) Heat and air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as are standard for adjacent spaces within the building; 3 of 14 /: : (3) Maintenance and repair of the Property as described in Section VILB.; (4) Electricity to the Premises for general use, in accordance with and subject to the terms and conditions in Article VIII; and (7) such other services as Owner reasonably determines are necessary or appropriate for the Property. B. Owner's failure to furnish, or any interruption or termination of, services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, or the occurrence of any event or cause beyond the reasonable control of Owner (a "Service Failure") shall not render Owner liable to Vendor, constitute a constructive eviction of Vendor, give rise to an abatement of Rent, nor relieve Vendor from the obligation to fulfill any covenant or agreement. C. The Owner will allow the Vendor access to the solid waste container service provided to serve the entire property. It is the Vendors responsibility to remove any waste generated by the Vendor's operations to the solid waste container. VI. Leasehold. Improvements. A. All improvements to the Premises shall be owned by Owner and shall remain upon the Premises without compensation to Vendor. However, Owner, by written notice to Vendor within 30 days prior to the Termination Date, may require Vendor to remove, at Vendor's expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Vendor and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Vendor and, in Owner's reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard improvements. B. The Vendor shall provide all equipment, personnel, supplies and merchandise necessary for their operations. C. The premises is provided "as is". The Vendor, at his own expense, may renovate the area to better serve the needs of the Owner and the Vendor. The Vendor will be responsible for any required renovations/upgrades to the space and/or utility services necessary to support their operations. The Vendor shall provide all equipment, material and personnel for construction. All construction shall be coordinated so as not to disrupt ongoing business operations within the building. Due to the nature of court operations, some work may have to be performed after business hours. Any and all changes to the space must be submitted to the Owner for approval. VII. Repairs and Alterations. A. Vendor's Repair Obliqations. Vendor shall, at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not Owner's express responsibility under this Agreement, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Vendor's repair obligations include, without limitation, repairs to: (1) floor covering; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, "Cable") that is installed by or for the exclusive benefit of Vendor and located in the Premises or other portions of the Building; (6) supplemental air conditioning units, and kitchens, including hot water heaters, plumbing, and similar facilities serving Vendor exclusively; and (7) Alterations performed by contractors retained by Vendor. All work shall be performed in accordance with the rules and procedures described in Section IX.C. below. If Vendor fails to make any repairs to the Premises for more than 15 days after notice from Owner (although notice shall not be required if there is an emergency), Owner may make the repairs, and Vendor shall pay the reasonable cost of the repairs to Owner within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 10% of the cost of the repairs. 4 of 14 B. Owner's Repair Obliqations. Owner shall keep and maintain in good repair and working order and make repairs to and perform maintenance upon: (1) structural elements of the Building; (2) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general; (3) Common Areas; (4) the roof of the Building; (5) exterior windows of the Building; and (6) elevators serving the Building. Owner shall promptly make repairs (considering the nature and urgency of the repair) for which Owner is responsible. C. Alterations. Vendor shall not make alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building (collectively referred to as "Alterations") without first obtaining the written consent of Owner in each instance, which consent shall not be unreasonably withheld or delayed. Owner may designate reasonable rules, regulations and procedures for the performance of work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of the Building, shall have the right to designate the time when Alterations may be performed. VIII. Use of Electrical Services by Vendor. Vendor's use of electrical service shall not exceed, either in voltage, rated capacity, or use beyond overall load that which Owner deems to be standard for the designated use. If Vendor requests permission to consume excess electrical service, Owner may refuse to consent or may condition consent upon conditions that Owner reasonably elects (including, without limitation, the installation of utility service upgrades, meters, sub-meters, air handlers or cooling units), and the additional usage (to the extent permitted by Law), installation and maintenance costs shall be paid by Vendor. Owner shall have the right to separately meter electrical usage for the Premises and to measure electrical usage by surveyor other commonly accepted methods. IX. Entry by Owner. Owner, its agents, contractors and representatives may enter the Premises to inspect or show the Premises, to clean and make repairs, alterations or additions to the Premises, and to conduct or facilitate repairs, alterations or additions to any portion of the Building, including other Vendors' premises. Except in emergencies or to provide other Building services after Normal Business Hours, Owner shall provide Vendor with reasonable prior notice of entry into the Premises, which may be given orally to the entity occupying the Premises. If reasonably necessary for the protection and safety of Vendor and its employees, Owner shall have the right to temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Owner will not close the Premises if the work can reasonably be completed on weekends and after Normal Business Hours. Entry by Owner shall not constitute constructive eviction or entitle Vendor to an abatement or reduction of Rent. X. Assignment and Subletting. Vendor shall not assign, sublease, transfer or encumber any interest in this Agreement or allow any third party to use any portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Owner. XI. Liens. Vendor shall not permit mechanic's or other liens to be placed upon the Property, Premises or Vendor's leasehold interest in connection with any work or service done or purportedly done by or for benefit of Vendor or Vendor's subVendor. If a lien is so placed, Vendor shall, within 10 days after the date Vendor becomes aware of the filing of the lien or within 10 days of notice from Owner of the filing of the lien, whichever is first, fully discharge the lien by settling the claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien Law. Unless Owner gave Vendor notice of the lien, Vendor shall promptly give Owner notice of the lien after becoming aware of same. If Vendor fails to discharge the lien, then, in addition to any other right or remedy of Owner, Owner may bond or insure over 5 of 14 the lien or otherwise discharge the lien. Vendor shall reimburse Owner for any amount paid by Owner to bond or insure over the lien or discharge the lien, including, without limitation, reasonable attorneys' fees (if and to the extent permitted by Law) within 30 days after receipt of an invoice from Owner. XII. Indemnity and Waiver of Claims. A Except to the extent caused by the negligence or willful misconduct of Owner or any Owner Related Parties (defined below), Vendor shall indemnify, defend and hold Owner, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagee(s) (defined in Article XXVI) and agents ("Owner Related Parties") harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted against Owner or any of the Owner Related Parties and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Vendor, the Vendor Related Parties (defined below) or any of Vendor's transferees, contractors or licensees. B. Owner and the Owner Related Parties shall not be liable for, and Vendor waives, all claims for loss or damage to Vendor's business or loss, theft or damage to Vendor's Property or the property of any person claiming by, through or under Vendor resulting from: (1) wind or weather; (2) the failure of any sprinkler, heating or air-conditioning equipment, any electric wiring or any gas, water or steam pipes; (3) the backing up of any sewer pipe or downspout; (4) the bursting, leaking or running of any tank, water closet, drain or other pipe; (5) water, snow or ice upon or coming through the roof, skylight, stairs, doorways, windows, walks or any other place upon or near the Building; (6) any act or omission of any party other than Owner or Owner Related Parties; and (7) any causes not reasonably within the control of Owner. Vendor shall insure itself against such losses under Article XIII below. XIII. Insurance. Vendor shall carry and maintain the following insurance ("Vendor's Insurance"), at its sole cost and expense: (1) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $1,000,000.00; (2) All Risk Property/Business Interruption Insurance, including flood and earthquake, written at replacement cost value and with a replacement cost endorsement covering all of Vendor's trade fixtures, equipment, furniture and other personal property within the Premises ("Vendor's Property"); (3) Workers' Compensation Insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute; and (4) Employers Liability Coverage of at least $1,000,000 per occurrence. Any company writing any of Vendor's Insurance shall have an AM. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name Vendor as a named insured and Owner (or any successor), and their respective members, principals, beneficiaries, partners, officers, directors, employees, agents, and other designees of as the interest of such designees shall appear, as additional insured. All policies of Vendor's Insurance shall contain endorsements that the insurer(s) shall give Owner and its designees at least 30 days' advance written notice of any change, cancellation, termination or lapse of insurance. Vendor shall provide Owner with a certificate of insurance evidencing Vendor's Insurance prior to the earlier to occur of the Commencement Date or the date Vendor is provided with possession of the Premises for any reason, and upon renewals at least 15 days prior to the expiration of the insurance coverage. So long as the same is available at commercially reasonable rates, Owner shall maintain so called All Risk property insurance on the Building at replacement cost value, as reasonably estimated by Owner. Except as specifically provided to the contrary, the limits of either party's' insurance shall not limit such party's liability under this Agreement. 6 of 14 XIV. Subrogation. Notwithstanding anything in this Agreement to the contrary, Owner and Vendor hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claim, action or causes of action against the other and their respective trustees, principals, beneficiaries, partners, officers, directors, agents, and employees, for any loss or damage that may occur to Owner or Vendor or any party claiming by, through or under Owner or Vendor, as the case may be, with respect to Vendor's Property, the Building, the Premises, any additions or improvements to the Building or Premises, or any contents thereof, including all rights of recovery, claims, actions or causes of action arising out of the negligence of Owner or any Owner Related Parties or the negligence of Vendor or any Vendor Related Parties, which loss or damage is (or would have been, had the insurance required by this Agreement been carried) covered by insurance. XV. Casualty Damage. A. If all or any part of the Premises is damaged by fire or other casualty, Vendor shall immediately notify Owner in writing. During any period of time that all or a material portion of the Premises is rendered unusable as a result of a fire or other casualty, the Rent shall abate for the portion of the Premises that is unusable and not used by Vendor. Owner shall have the right to terminate this Agreement if: (1) the Building shall be damaged so that, in Owner's reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or not the Premises has been damaged); (2) Owner is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the casualty; or (4) a material uninsured loss to the Building occurs. Owner may exercise its right to terminate this Agreement by notifying Vendor in writing within 90 days after the date of the casualty. If Owner does not terminate this Agreement, Owner shall commence and proceed with reasonable diligence to repair and restore the Building and the Vendor Improvements (excluding any Alterations that were performed by Vendor in violation of this Agreement). However, in no event shall Owner be required to spend more than the insurance proceeds received by Owner. Owner shall not be liable for any loss or damage to Vendor's Property or to the business of Vendor resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Owner and Vendor hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Agreement. B. If all or any portion of the Premises shall be made unusable by fire or other casualty, Owner shall, with reasonable promptness, cause an architect or general contractor selected by Owner to provide Owner and Vendor with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises usable again, using standard working methods ("Completion Estimate"). If the Completion Estimate indicates that the Premises cannot be made usable within 270 days from the date the repair and restoration is started, then regardless of anything in Section XV.A above to the contrary, either party shall have the right to terminate this Agreement by giving written notice to the other of such election within 10 days after receipt of the Completion Estimate. Vendor, however, shall not have the right to terminate this Agreement if the fire or casualty was caused by the negligence or intentional misconduct of Vendor, Vendor Related Parties or any of Vendor's transferees, contractors or licensees. XVI. Condemnation. Either party may terminate this Agreement if the whole or any material part of the Premises shall be taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a "Taking"). Owner shall also have the right to terminate this Agreement if there is a Taking of any portion of the Building or Property which would leave the remainder of the Building unsuitable for use as an office building in a manner comparable to the Building's use prior to the Taking. In order to exercise its 7 of 14 right to terminate the Agreement, Owner or Vendor, as the case may be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Taking. Any such termination shall be effective as of the date the physical taking of the Premises or the portion of the Building or Property occurs. If this Agreement is not terminated, the Rentable Square Footage of the Building, the Rentable Square Footage of the Premises and Vendor's Pro Rata Share shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of the Premises taken or condemned shall be abated during the unexpired Term of this Agreement effective when the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property of Owner, any right to receive compensation or proceeds being expressly waived by Vendor. However, Vendor may file a separate claim at its sole cost and expense for Vendor's Property and Vendor's reasonable relocation expenses, provided the filing of the claim does not diminish the award which would otherwise be receivable by Owner. XVII. Events of Default. Vendor shall be considered to be in default of this Agreement upon the occurrence of any of the following events of default: A. Vendor's failure to pay when due all or any portion of the Rent, if the failure continues for 3 days after written notice to Vendor ("Monetary Default"). B. Vendor's failure (other than a Monetary Default) to comply with any term, provision or covenant of this Agreement, if the failure is not cured within 10 days after written notice to Vendor. However, if Vendor's failure to comply cannot reasonably be cured within 10 days, Vendor shall be allowed additional time (not to exceed 60 days) as is reasonably necessary to cure the failure so long as: (1) Vendor commences to cure the failure within 10 days, and (2) Vendor diligently pursues a course of action that will cure the failure and bring Vendor back into compliance with the Agreement. However, if Vendor's failure to comply creates a hazardous condition, the failure must be cured immediately upon notice to Vendor. In addition, if Owner provides Vendor with notice of Vendor's failure to comply with any particular term, provision or covenant of the Agreement on 3 occasions during any 12 month period, Vendor's subsequent violation of such term, provision or covenant shall, at Owner's option, be an incurable event of default by Vendor. C. Vendor or any Guarantor becomes insolvent, makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts when due. D. The premises is taken by process or operation of Law. E. Vendor is in default beyond any notice and cure period under any other Agreement or agreement with Owner, including, without limitation, any Agreement or agreement for parking. XVIII. Remedies. A. Upon any default, Owner shall have the right without notice or demand (except as provided in Article XIX) to pursue any of its rights and remedies at Law or in equity, including anyone or more of the following remedies: 1. Terminate this Agreement, in which case Vendor shall immediately surrender the Premises to Owner. If Vendor fails to surrender the Premises, Owner may, in compliance with applicable Law and without prejudice to any other right or remedy, enter upon and take possession of the Premises and expel and remove Vendor, Vendor's Property and any party occupying all or any part of the Premises. Vendor shall pay Owner on demand the amount of all past due Rent and other losses and damages which Owner may suffer as a result of Vendor's default, whether by 8 of 14 j Owner's inability to re-Iet the Premises on satisfactory terms or otherwise, including, without limitation, all Costs of Re-Ietting (defined below) and any deficiency that may arise from re-Ietting or the failure to re-Iet the Premises. "Costs of Re-Ietting" shall include all costs and expenses incurred by Owner in re-Ietting or attempting to re-Iet the Premises, including, without limitation, reasonable legal fees, brokerage commissions, the cost of alterations and the value of other concessions or allowances granted to a new Vendor. 2. Terminate Vendor's right to possession of the Premises and, in compliance with applicable Law, expel and remove Vendor, Vendor's Property and any parties occupying all or any part of the Premises. Owner may (but shall not be obligated to) re-Iet all or any part of the Premises, without notice to Vendor, for a term that may be greater or less than the balance of the Term and on such conditions (which may include concessions, free rent and alterations of the Premises) and for such uses as Owner in its absolute discretion shall determine. Owner may collect and receive all rents and other income from the re-Ietting. Vendor shall pay Owner on demand all past due Rent, all Costs of Re-Ietting and any deficiency arising from the re-Ietting or failure to re-Iet the Premises. Owner shall not be responsible or liable for the failure to re-Iet all or any part of the Premises or for the failure to collect any Rent. The re- entry or taking of possession of the Premises shall not be construed as an election by Owner to terminate this Agreement unless a written notice of termination is given to Vendor. 3. In lieu of calculating damages under Sections XVII I. A. 1 or XVIIIA2 above, Owner may elect to receive as damages the sum of (a) all Rent accrued through the date of termination of this Agreement or Vendor's right to possession, and (b) an amount equal to the total Rent that Vendor would have been required to pay for the remainder of the Term discounted to present value at the Prime Rate (defined in Section XVIII.B. below) then in effect, minus the then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated Costs of Re-Ietting. B. Unless expressly provided otherwise in this Agreement, the repossession or re-entering of all or any part of the Premises shall not relieve Vendor of its liabilities and obligations under the Agreement. No right or remedy of Owner shall be exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Owner at Law or in equity. If Owner declares Vendor to be in default, Owner shall be entitled to receive interest on any unpaid item of Rent at a rate equal to the Prime Rate plus 4% per annum. For purposes hereof, the "Prime Rate" shall be the per annum interest rate publicly announced as its prime or base rate by a federally insured bank selected by Owner in the state in which the Building is located. Forbearance by Owner to enforce one or more remedies shall not constitute a waiver of any default. XIX. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE LIABILITY OF OWNER (AND OF ANY SUCCESSOR OWNER) TO VENDOR SHALL BE LIMITED TO THE INTEREST OF OWNER IN THE PROPERTY. VENDOR SHALL LOOK SOLELY TO OWNER'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST OWNER. NEITHER OWNER NOR ANY OWNER RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY OWNER, VENDOR SHALL GIVE OWNER AND THE MORTGAGEE(S) (DEFINED IN ARTICLE XXVI BELOW) WHOM VENDOR HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. 9 of 14 XX. No Waiver. Either party's failure to declare a default immediately upon its occurrence, or delay in taking action for a default shall not constitute a waiver of the default, nor shall it constitute an estoppel. Either party's failure to enforce its rights for a default shall not constitute a waiver of its rights regarding any subsequent default. Receipt by Owner of Vendor's keys to the Premises shall not constitute an acceptance or surrender of the Premises. XXI. Quiet Enjoyment. Vendor shall, and may peacefully have, hold and enjoy the Premises, subject to the terms of this Agreement, provided Vendor pays the Rent and fully performs all of its covenants and agreements. This covenant and all other covenants of Owner shall be binding upon Owner and its successors only during its or their respective periods of ownership of the Building, and shall not be a personal covenant of Owner or the Owner Related Parties. XXII. Holding Over. Except for any permitted occupancy by Vendor under Article VI, if Vendor fails to surrender the Premises at the expiration or earlier termination of this Agreement, occupancy of the Premises after the termination or expiration shall be that of a tenancy at sufferance. Vendor's occupancy of the Premises during the holdover shall be subject to all the terms and provisions of this Agreement and Vendor shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the Rent. No holdover by Vendor or payment by Vendor after the expiration or early termination of this Agreement shall be construed to extend the Term, to create a tenanty-at-will under applicable law, or prevent Owner from immediate recovery of possession of the Premises by' summary proceedings or otherwise. In addition to the payment of the amounts provided above, if Owner is unable to deliver possession of the Premises to a new Vendor, or to perform improvements for a new Vendor, as a result of Vendor's holdover and Vendor fails to vacate the Premises within 15 days after Owner notifies Vendor of Owner's inability to deliver possession, or perform improvements, Vendor shall be liable to Owner for all damages, including, without limitation, consequential damages, that Owner suffers from the holdover. XXIII. Notice. If a demand, request, approval, consent or notice (collectively referred to as a "notice") shall or may be given to either party by the other, the notice shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested, or sent by overnight or same day courier service at the party's respective Notice Address(es) set forth in Article I, except that if Vendor has vacated the Premises (or if the Notice Address for Vendor is other than the Premises, and Vendor has vacated such address) without providing Owner a new Notice Address, Owner may serve notice in any manner described in this Article or in any other manner permitted by Law. Each notice shall be deemed to have been received or given on the earlier to occur of actual delivery (which, in the case of hand delivery, may be deemed "actually delivered" by posting same on the exterior door of the Premises or Owner's management office, as the case may be) or the date on which delivery is refused, or, if Vendor has vacated the Premises or the other Notice Address of Vendor without providing a new Notice Address, three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address by giving the other party written notice of the new address in the manner described in this Article. XXIV. Excepted Rights. This Agreement does not grant any rights to light or air over or abollt the Building. Owner excepts and reserves exclusively' to itself the use of: (1) roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms, Building risers or similar areas that are used by Owner for the provision of Building services, (4) rights to the land and improvements below the floor of the Premises, (5) the improvements and air rights above the Premises, (6) the improvements and air rights out~de the demising walls of the 10 of 14 , , " Premises, and (7) the areas within the Premises used for the installation of utility lines and other installations serving occupants of the Building. Owner has the right to change the Building's name or address. Owner also has the right to make such other changes to the Property and Building as Owner deems appropriate, provided the changes do not materially affect Vendor's ability to use the Premises for the Permitted Use. Owner shall also have the right (but not the obligation) to temporarily close the Building if Owner reasonably determines that there is an imminent danger of significant damage to the Building or of personal injury to Owner's employees or the occupants of the Building. The circumstances under which Owner may temporarily close the Building shall include, without limitation, electrical interruptions, hurricanes and civil disturbances. A closure of the Building under such circumstances shall not constitute a constructive eviction nor entitle Vendor to an abatement or reduction of Rent. xxv. Surrender of Premises. At the expiration or earlier termination of this Agreement or Vendor's right of possession, Vendor shall remove Vendor's Property (defined in Article XV) from the Premises, and quit and surrender the Premises to Owner, broom clean, and in good order, condition and repair, ordinary wear and tear excepted. If Vendor fails to remove any of Vendor's Property within 2 days after the termination of this Agreement or of Vendor's right to possession, Owner, at Vendor's sole cost and expense, shall be entitled (but not obligated) to remove and store Vendor's Property without liability to Owner. Owner shall not be responsible for the value, preservation or safekeeping of Vendor's Property. Vendor shall pay Owner, upon demand, the expenses and storage charges incurred for Vendor's Property. In addition, if Vendor fails to remove Vendor's Property from the Premises or storage, as the case may be, within 30 days after written notice, Owner may deem all or any part of Vendor's Property to be abandoned, and title to Vendor's Property shall be deemed to be immediately vested in Owner. XXVI. Relationships. A. The Vendor, nothing herein withstanding, is an independent Vendor to the Owner. B. The Owner reserves the right to control the usage of the snack bar therein. C. The County shall have no direct control over the Vendor or the person assigned as snack bar manager. D. Employees of the Vendor, or others while engaged in performing any of the work or services required by the Vendor, shall not be considered employees of the Owner. E. A list of vendor's employees and a copy of their background check shall be provided to the Owner. F. Vendor shall maintain its own written safety and personnel policies, and labor relations. Any rules concerning these matters or any other matters that may be required by the Owner for the Vendor's employees will be furnished to the Vendor in writing. G. Business Transactions of the Vendor in connection with this contract shall be conducted only in the name of the Vendor and not in the name of the Owner. The Owner shall be held harmless and in no way at any time be responsible for receipt of, storage of, or payment for any goods ordered by or purchased by the Vendor. H. The Vendor, including personnel employed by or acting for Vendor, shall be considered as an independent Vendor and not as an employee or agent of the Owner. I. The Owner shall not be liable for any losses suffered by the Vendor, including damage to Vendor owned equipment, pecuniary losses, theft, fire, accident, inventory loss or other. 11 of 14 , . XXVII. Employees A. Vendor shall provide enough employees to provide prompt service, efficiently and in a way satisfactory to the Owner. B. Employees must meet all requirements for health and cleanliness. All employees must be neat and clean at all times. Uniforms will be provided by the Vendor, subject to approval of the Owner. The County will issue ID's to all Vendors' employees. C. The County reserves the right to have any employees removed from the snack bar area permanently or temporarily for any reasonably stated cause. XXVIII. Employee Conflict of Interest. It shall be unethical for any City of Augusta business to participate, directly or indirectly, in a procurement contract when the employee or official knows that: A. the employee or official or any member of the employee's or official's immediate family has a substantial interest or financial interest pertaining to the procurement contract, except the purchase of goods and services from businesses which a member of the Commission or other City of Augusta employee is authorized per O.C.GA 36-1-4, or the procurement contract is awarded pursuant to O.C.G.G 45-10-22 and45-10-24, or the transaction is excepted from said restrictions by O.C.G.A 45-10-25. B. Any other person, business or organization with whom the employee or official, or any member of an employee's or official's immediate family is negotiating, or has an arrangement concerning prospective employment is involved in the procurement contract. Any employee or official, or any member of an employee's or official's immediate family who holds a substantial interest or financial interest in a disclosed blind trust shall not be deemed to have a conflict of interest with regard to matters pertaining to that substantial interest or financial interest. XXIX. Miscellaneous. A. All claims, disputes or other matters in question between the Owner and the Vendor arising out of, or relating to this Agreement, or the breach thereof shall be decided in the Superior Court of Richmond County, Georgia. The Vendor, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County Georgia. B. Vendor shall not record this Agreement or any memorandum without Owner's prior written consent. C. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by Law. The headings and titles to the Articles and Sections of this Agreement are for convenience only and shall have no effect on the interpretation of any part of the Agreement. D. Whenever a period of time is prescribed for the taking of an action by Owner or Vendor, the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, civil disturbances and other causes beyond the reasonable control of the performing party ("Force Majeure"). However, events of Force Majeure shall not extend any period of time for the payment of Rent or other sums payable by either party or any period of time for the written exercise of an option or right by either party. 12 of 14 E. Owner shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Agreement and in the Building and/or Property referred to herein, and upon such transfer Owner shall be released from any further obligations hereunder, and Vendor agrees to look solely to the successor in interest of Owner for the performance of such obligations. F. Vendor covenants, warrants and represents that: (1) each individual executing, attesting and/or delivering this Agreement on behalf of Vendor is authorized to do so on behalf of Vendor; (2) this Agreement is binding upon Vendor; and (3) Vendor is duly organized and legally existing in the state of its organization and is qualified to do business in the state in which the Premises are located. If there is more than one Vendor, or if Vendor is comprised of more than one party or entity, the obligations imposed upon Vendor shall be joint and several obligations of all the parties and entities. Notices, payments and agreements given or made by, with or to anyone person or entity shall be deemed to have been given or made by, with and to all of them. G. Time is of the essence with respect to payment of Rent and Vendor's exercise of any expansion, renewal or extension rights granted to Vendor. This Agreement shall create only the relationship of Owner and Vendor between the parties, and not a partnership, joint venture or any other relationship. This Agreement and the covenants and conditions in this Agreement shall inure only to the benefit of and be binding only upon Owner and Vendor and their permitted successors and assigns. H. The expiration of the Term, whether by lapse of time or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or early termination of this Agreement. Without limiting the scope of the prior sentence, it is agreed that Vendor's obligations under this agreement shall survive the expiration or early termination of this Agreement. I. Owner has delivered a copy of this Agreement to Vendor for Vendor's review only, and the delivery of it does not constitute an offer to Vendor or an option. This Agreement shall not be effective against any party hereto until an original copy of this Agreement has been signed by such party and further, this Agreement shall not be effective against Owner until any Mortgagee (defined in Article XXVI), if any, has approved the terms of this Agreement if required pursuant to the terms of the mortgage loan documents relating to the Mortgage (defined in Article XXVI) of such Mortgagee. J. All understandings and agreements previously made between the parties are superseded by this Agreement, and neither party is relying upon any warranty, statement or representation not contained in this Agreement. This Agreement may be modified only by a written agreement signed by Owner and Vendor. K. Owner furnishes standard sign for office in building. NO OTHER SIGNS are permitted without express permission of Owner. Owner will advertise name of business in first floor directory. L. Owner will provide Vendor with 2 set(s) of keys to premises. Vendor is not to provide anyone else with keys to (Le. couriers, vendors, etc.) Additional keys can be purchased through leasing office at a cost of $5.00 each. Keys must be surrendered at the termination of this Agreement. Access to the building is to be by arrangement with the Richmond County Marshall's Department. M. The Vendor shall be responsible for all maintenance and leaning within the premises with Cleanliness measures conforming to all local City, County, State and Federal Health Regulations. 13 of 14 1'. ... .. " N. Signs: The Vendor shall provide signage in conspicuous places so that they may be observed while approaching the snack bar. Said signage shall list the items of food, prices and hours of operations. Aside from these, no signs, logos, or advertisements shall be posted anywhere in the property without prior written approval of the owner. O. Products: All items for re-sale are the responsibility of the Vendor. The Owner assumes no responsibility for quality of product or theft of products for resale. The Vendor will assure that all products offered are fresh and are within the product freshness date. The Owner reserves the right to have the concession area inspected for quality by the Richmond County Health Department. P. No alcoholic beverages or tobacco products may be sold. XXX. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises,. including all proposals, letters of intent and other documents. . IN WITNESS WHEREOF said Owner and Vendor have hereunto set their hands in duplicate, the day and year first above written. OWNER: Abbi's Coffee Mill By: By: C:,4~~ ./4 Title: /}..e SIck'? I Attest: Title: Clerk of Commission Title: [SEAL] SEAL] 14 of 14 ., IIIi ST PAUL ~ TRAVELERS COMMON POLICY DECLARATIONS STORE PAC BUSINESS: BEVERAGE STORE One Tower Square, Hartford, Connecticut 06183 RENEWAL CERTIFICATE POLICY NO.: I-680-2347B079-IND-05 ISSUE DATE: 03-11-05 INSURING COMPANY: THE TRAVELERS INDEMNITY COMPANY " 1. NAMED INSURED AND MAILING ADDRESS: BLUES CAFE, INC. DBA ABBI' S COFFEE MILL P.O. BOX 212368 AUGUSTA 2. POLICY PERIOD: 3. LOCATIONS: PREM. BLDG. NO. NO. 01 01 . GA 30917 From 05-12-05 to 05-12-06 12:01 AM. Standard Time at your mailing address. OCCUPANCY ADDRESS (same as Mailing Address unless specified otherwise) 403 FURY'S FERRY ROAD, SUITE 102 MARTINEZ GA 30907 COFFEE SHOPS 4. COVERAGE PARTS AND SUPPLEMENTS FORMING PART OF THIS POLICY AND INSURING COMPANIES: COVERAGE PARTS AND SUPPLEMENTS INSURING COMPANY Businessowners Coverage Part IND 5. The COMPLETE POLICY consists of this declarations and all other declarations. and the forms and endorse- ments for which symbol numbers are attached on a separate listing. 6. SUPPLEMENTAL POLICIES: Each of the following is a separate policy containing its complete provisions. POLICY POLICY NUMBER INSURING COMPANY DIRECT BILL 7. PREMIUM SUMMARY: Provisional Premium $ Due at Inception $ Due at Each $ NAME AND ADDRESS OF AGENT OR BROKER 756.00 COUNTERSIGNED BY: CARRAWAY COHEN CHANNELL PO BOX 15087 AUGUSTA XV14 7 Authorized Representative GA 30919 DATE: IL TO 25 08 01 (Page 1 of 01) Office: ELMIRA NY SRV CTR DOWN . 12 STPAUL ., TRAVELERS One Tower Square, Hartford, Connecticut 06183 BUSINESSOWNERS COVERAGE PART DECLARATIONS STORE PAC POLICY NO.: I-680-2347B079-IND-05 DELUXE PLAN ISSUE DATE: 03-11-05 INSURING COMPANY: THE TRAVELERS INDEMNITY COMPANY DECLARATIONS PERIOD: From 05-12-05 to 05-12-0612:01 A.M. Standard Time at your mailing address. FORM OF BUSINESS: CORPORATION COVERAGES AND LIMITS OF INSURANCE: Insurance applies only to an item for which a "limit" or the word "INCLUDED" is shown. BUSINESSOWNERS PROPERTY COVERAGE: PREM. BLDG. NO. NO. 01 01 PREM. NO. BLDG. NO. BUILDINGS: Limit of Insurance: Loss Adjustment Basis: Inflation Guard: Exterior Building Glass Deductible: $ $ $ $ BUSINESS PERSONAL PROPERTY: Limit of Insurance: Loss Adjustment Basis: Inflation Guard: Exterior Building Glass: Exterior Building Glass Deductible: $ 55,000 $ $ $ BUSINESS INCOME: Limit-Actual loss up to 12 Consecutive Months DEDUCTIBLE AMOUNT: Businessowners Property Coverage: $ 500 Per Occurrence. COMMERCIAL GENERAL LIABILITY COVERAGE- OCCURRENCE FORM General Aggregate (except Products-Completed Operations) Limit Products-Completed Operations Aggregate. Limit Personal and Advertising Injury Limit Each Occurrence Limit Damage To Premises Rented To You Medical Payments Limit (anyone person) LIMITS OF INSURANCE $ 2,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 $ 300,000 $ 5,000 MORTGAGE HOLDER-BUILDING COVERAGE ONLY: SPECIAL PROVISIONS: COMMERCIAL GENERAL LIABILITY COVERAGE IS SUBJECT TO A GENERAL AGGREGATE LIMIT MP TO 0111 03 (Page 1 of 0) Response to RGF No.05-1 03 Geri A. Sams, Director Procurement Department, Room 605 Municipal Building/530 Greene Street Augusta, GA 30911 706-821-2422 Section 1 We (Abbi's Coffee Mill) acknowledge receipt ofRFQ, and accept all conditions and requirements. Abbi's Coffee Mill has been in business for 10 years and currently have three locations. Our main location is located at 403 Furys Ferry Road, Suite 102 Martinez, GA 30907 our other locations are located at University Hospital and USC-Aiken in the main library. Section 2 Abbi's Coffee Mill 403 Furys Ferry Road Suite 102 Martinez, GA 30907 706-651-9111 706-651-9080-Fax medq l@aol.com or Lacroixfamilv@aol.com Erin LaCroix-Owner Tony LaCroix-Owner 1 0 Years in Business Services Provided-Abbi's provides gourmet coffee drinks along with other drinks (sodas, smoothes,etc), we will also provide bagels, pastries, sandwiches, etc. Banking relations-Georgia Bank & Trust (Jeff Dom-Vice President) Insurance-St. Paul Travelers Insurance Section 3 Georgia Bank & Trust Section 4 Abbi's has been in business for 10 years. We have been roasting our own coffee beans for 10 years and providing a full line of gourmet coffee drinks, smoothes, etc. along with bagels, pastries sandwiches, etc. All three of our locations mentioned above, provide our full line of services. Section 5 Staffing-Our employees will be trained by our qualified Barista's And Erin LaCroix (owner) will oversee the operations. RUGI1 05 1:56P~1 . . . , EXHIBIT I AUGUSTA-RICHMOND COUNTY COMMISSION REQUEST FOR QUALIFICATIONS #05-103 FORM OF PROPOSAL PROJECT NAME S/Jqc:.!: 89r CLOSING DATE OJDercrlor / CLOSING TIME ----------------------------------------------------------------------- ----------------------------------------------------------------------- SECTION I - PROPOSAL Name of Firm H6.lJ/ "f Cor/"e.e. ./lhL L //lc;J-/~~E:?.. ) b/l Address LIe 3 hrv S- /"~;-rY If Oqc/, ~CNIe. /0.2 Zip sOCjo? / / ~ Phone ? tJ 6- t6 S-/ - 9111 Date Established / 9 9 b Names of Principals and Specifics on Experience, and Professional Qualifications of those persons who will serve the Association (Attach additional sheets if more space is required). 1. C r//? L9 Cr-o 1)( - 0 U//?e r - c: ~/'r~/1ILy /77q/7~q-e J. ~;-"I/7..J / .I " q/Jc/ oper'lles rirec. ~ocCj-/;CJ/lS. " 2: by ~ CJ-o/"k -OW/7t:- r- - / que. otu/7~cI C(/lc! /?7q/lq e../ 8_S //7 L5UJh7eS".J "fck'/J /5 fr<iho /} r:..l../~Y4L Coin c;/')/t:..f ouc.-r 30 }'e'1Y., 3. 1 7 nf 1 0 .A. tPade :A,dJef! - /lllor/JJV ?06- gS-S-~ ?.300 . , B. 6e.orJICf 8~/l/(' J-. t:-us-l ~/Jer/ O~rl7 - ~C~ I?~u~/Jf / 106- ?38-bQQO C. /Svle. Howe! L - U/c:c /?-~slcle/]-I.. ~/I/C r J 11;/ 706--7,22.-901/ //oS,D,!qL / SECTION 11- COMPANY IDENTIFICATION AND OWNERSHIP DISCLOSURE Contact Person E r//? L'~ 60/)( company./?6b/: Cof/~e.. /lZ1 L Title 0 cu/Je. r Address ~/ 0:3 h,;Y;' hr-r.y' /C Oqc(, f'ulle /02. ~r-l1;;f.. 2: 6/1 'Jo9o? Telephone Number 706-6S-1 - 9/// Indicate Which: Consortium *Minority Owned/Controlled Business Yes L No Partnership Sole Proprietorship Small Business Yes X No *Minorities are defined as Blacks, Hispanics, Asians, or Pacific Islanders, American Indians, Alaskan Natives, and Women. Organized under the laws of the State of G e. o~ /9 Principalplaceofbusinessat40] ru,;vs hrr~.y' ;fo~c!~/IE- /(J2, arlincL/64 Jotio7 Following are the names and addresses of all persons having ownership interest of 3% or more in the Company: (Attach more sheets if necessary) NAME ADDRESS ~ /'//7 Lc; 00 IX 10/0 ~rlmli'L Ar/wqy ~Uq/}.f. G/l 3o%? ...J ' -;;;/71/ L<; 0cJ IX 990 tt{/7/m/~t /l~0qlr ;;{/c;/J~ GA' 3cJ907 / / 18 of 19 N:\2005 Bid Information\05-103\Snack Bar RFQ - 05-103.doc I '. SECTION III - CONFLICTS OF INTEREST Standards of conduct for public officers and employees of agencies, defined in the Georgia Statutes. The Offeror ( ) is ( ~) is not aware of any information bearing on the existence of any potential organization conflict of interest. SECTION IV - COLLUSION I certify that this proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same services, materials, supplies, or equipment, and is in all respects fair and without collusion or fraud. I understand collusive bidding is a violation of the State and Federal law and can result in fines, prison sentences, and civil damage awards. I hereby certify that the responses to the above representations, certifications, and other statements are accurate and complete. I agree to abide by all conditions of this Request for Proposal and certify that I am Authorized to sign for the Offeror. Signature 6~_ > dc,( k~ Name (Printed) cz=:.(' \ 'r\ LcJ\ i) ~ 'f- Date C) Title DL.G~ OFFEROR MUST RETURN THIS COMPLETED FORM WITH THE PROPOSAL 01 f\ ~.j: 01 f\ COIINI sOINI Abbi's Coffee Mill & Roastery is pleased to be coming to the Augusta Courthouse Lobby We will be offering our line of Fresh Roasted coffee, espresso drinks as well as delicious fresh baked goods. The following is a description of our menu. Coffee One light to medium roast, one dark roast, one decaf and two flavored coffees will be offered and blends changed daily. Espresso Drinks Mocha Gourmet chocolate, steamed milk Cappaccino Espresso Steamed milk, froth Latte Espresso, steamed milk Breve Espresso, steamed half & half Americano Espresso & hot water Shot-in-the-dark Espresso & Coffee Non-Coffee Drinks Hot Chocolate Gourmet chocolate, steamed milk Steamer Steamed milk & flavoring Soda, Hot tea, Juice, Milk Specialty Drinks Coffee Smoothies Can be made with or without espresso Fruit Smoothies Made with 100% fruit Fresh Baked Goods Bagels Scones Muffins Rocky Road Brownies Cookies Cakes Sandwiches/Snacks Chicken Salad -Lettuce & Tomato Turkey & Cheese- Lettuce & Tomato Ham & Cheese- Lettuce & Tomato Served with pasta salad or chips Variety of snack products will be offered Our full line of Fresh Roasted Coffee will be available to purchase by the pound. * See our full menu for available blends 1 "13 n~IO' ~ ~ l:l:T_ _I:l "'t Aa ,...,.;r=.:::t '~;: ......rA ~ '~n c--n I:l o ~ 0 ~ 0 e. ~ ='~l~~ .. . ~ ~ :T~ OQ ::r> ~ Cl 8 . 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