OPERATOR AGREEMENT FOR CAFE - MAIN LIBRARY
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OPERATOR AGREEMENT
THIS OPERATOR AGREEMENT, made and entered into this d/ ~ day of
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,2004, ("Effective Date") by and between the CITY OF CLEARWATER,
FLORIDA, a municipal corporation, (the "City") and RAVEN OF TAMP A, INC., a Florida
Corporation and licensee of JOFFREY'S COFFEE AND TEA COMPANY, a Florida
corporation, (the "Operator"):
WIT N E S SET H :
WHEREAS, City owns and operates the new Main Library facility located at 100 North
Osceola Avenue, Clearwater, Florida, 33755, more particularly described in Exhibit "A" (the
"Library"); and
WHEREAS, the Library houses a cafe area ("Premises" or "Cafe") designed to provide
food and beverage service to Library patrons and visitors; and,
WHEREAS, the City has determined that it is in the best interest of the City to allow an
experienced entity to oversee the day to day operations of the Cafe; and,
WHEREAS, the Operator specializes in the operation of food and beverage businesses,
and Operator desires to provide such services in accordance with this Agreement.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. Premises. In consideration of the fees hereinafter agreed to be paid by the
Operator to the City, and in consideration of the covenants of the respective parties hereto, each
to the other to be performed by them at a time and in the manner hereinafter provided, the City
hereby permits Operator to occupy and operate a food and beverage concession within and upon
the Premises:
The northwest comer of the first floor ofthe new Main Library, containing 2,147
square feet of interior floor space, which includes 432 square feet constituting the
food preparation area ("Back of the House") and a 1,715 square foot cafe seating
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area, along with an exterior area containing a 3,143 square foot terrace seating
area. See Exhibit "A" for a diagram and description of the Premises.
Operator acknowledges and agrees that all areas other than the Back of the House area are
open at all times to the public.
2. Term. The term of this agreement is for three (3) years, beginning on the
Effective Date, and ending on the ~I ~ day of ~ ' 2007. As referred to in this
agreement, an "Agreement Year" commences on the date this Agreement is executed and on the
annual anniversary date of such execution each year thereafter.
This Agreement shall automatically renew for an additional three (3) year period
under the same terms and conditions unless either party hereto provides written notice to the
other party to terminate same, not less than ninety (90) days prior to the end of the term hereof.
3. Performance Failure/Municipal Need. Failure of Operator to meet any ofthe
terms and conditions of this Agreement shall constitute a breach hereunder. The City may cancel
this agreement at any time by giving thirty (30) days prior written notice to the Operator, as
notice is required to be given herein, when in the opinion of the City, inferior service is being
offered, the terms of the minimum financial commitments are not being met, Operator is in
breach of any other terms of this agreement, or for any other good and valid reason that in the
opinion of the City, might detract from Clearwater and is not in the best interest of the people of
Clearwater, however, City shall not terminate this Agreement in order to replace Operator with
an operator offering similar services, without such termination being based on a good and valid
reason as provided herein.
Should City desire to terminate this Agreement as provided for above, City shall first give
Operator written notice of any applicable default with allowance thereafter of Thirty (30) days
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time for operator to correct such default before terminating the Agreement. Such written notice
shall state in particular the basis for termination.
City retains the right to terminate this agreement for any municipal need as determined by
the City in its sole discretion. This right of termination is to be considered in addition to the right
of termination set out in this agreement.
Should the City terminate this Agreement after having provided notice to cure as
described above, or in accordance with the provision for termination for municipal need, City
shall give Operator ten (10) days written notice and this Agreement shall be terminated at the end
of such period.
4. Operations.
(a) Menu. The Operator shall have the right to sell food, beverage and other
merchandise at the Cafe, including but not limited to; coffee, cold drinks, bottled drinks,
baked goods, bulk coffee, smoothies, and ice cream, as further described in Exhibit "B"
attached hereto and made a part hereof. Operator may modify its menu, subject to the
written approval of the City, whose approval shall not be umeasonably withheld or
delayed. Operator shall not sell or serve alcoholic beverages on the Premises.
(b) Entertainment. No music, live entertainment, media or speakers of any
kind are permitted on the Premises without prior written approval of the City,
such approval to be given in the City's sole discretion.
(c) Hours of Operation. Hours of operation for the Cafe shall be 9:00 a.m.
through 9:00 p.m., Monday through Thursday, and 9:00 a.m. through 5:00 p.m. Friday
and Saturday with the minimum requirement that the Cafe shall be open at least Sixty-
Four (64) hours per week.
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(d) Prices. The City reserves the right to review and approve prices to be
charged for all items. Prices may be modified when authorized in writing by the City. List of
prices must be submitted within twenty (20) days prior to opening, and twenty (20) days prior to
any modifications of the price list.
(e) Exclusivitv. Operator acknowledges and agrees that its operation is not
exclusive in terms of food and beverage being sold or possessed within the Premises or Library.
The Cafe operation is intended for the convenience of library patrons, however, patrons so
choosing may consume or possess food and beverage from other sources, as otherwise permitted
by the Library Code of Conduct (Exhibit "C", attached hereto and made a part hereof). In the
event the City chooses to host a special event on the Library property, the City reserves the right
to utilize outside caterers or other parties, in its sole discretion, to provide food and beverage of
any kind.
5. Operators Fee. As consideration for the right to operate Cafe, Operator hereby
covenants and agrees to pay to City an "Operator's Fee" consisting of a "Base Fee" together with
a "Percentage of Sales Fee", further described as follows:
a. "Base Fee": A flat-rate fee of One Thousand dollars ($1000.00) per month
for each month of the Term shall represent the Base Fee. The Base Fee is to be paid on the first
of each month, in advance of occupation for that month. Any month in which Operator operates
the Cafe for less than the full month, the Base Fee shall be prorated at a daily rate and paid in
advance for that month. A One and One Half Percent (1 ~%) late fee, or the maximum
permitted by law, shall accrue and become additional fees payable, when any payment exceeds
thirty (30) days past due.
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b. As additional consideration, Operator shall pay annually at the end of each
agreement year, a "Percentage of Sales Fee" in the amount ofTen Percent (10%) of gross
revenues for all revenues exceeding One Hundred Twenty Thousand Dollars ($120,000).
c. Operator shall pay all amounts due annually as stated above, within Sixty
(60) days of the end of each Agreement Year. Operator further agrees to provide City
within fifteen (15) days of the end of each monthly period during the term of this
agreement, the statement showing the amount of gross sales during the preceding month.
The statement used by the Operator to report such sales will be in a form as to be
satisfactory to the City and must be certified as correct by the Operator's chief financial
officer, or his designee, showing the amount of gross sales at and/or from the Premises
during the monthly periods reported by the statement in the amount of year-to-date gross
sales for the Agreement Year. Fees shall be calculated from the first day Operator opens
to the public.
e. Upon opening to the public, Operator agrees to pay a prorated portion of
any incomplete month at the beginning of this term and begin full monthly payments on the first
day of each month thereafter until termination of this agreement.
f. Gross Revenue, for purposes of this Agreement, means gross receipts,
including the entire amount of the actual sales price, whether for cash or otherwise, of all sales of
food, services, beverages, clothing, or other receipts whatsoever of all business conducted in, on
or from the Premises, or resulting from this Agreement, including mail or telephone orders
received or filled at the Premises. No deduction shall be allowed for uncollected or uncollectible
credit accounts. Such term shall not include, however, any sums collected and paid out for any
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sales or excess tax imposed by any duly constituted governmental authority wherein Operator is
regarded as the collecting agent.
g. The Operator further agrees to submit an audited certification of annual
gross sales as certified to by a Certified Public Accountant within Sixty (60) days of the end of
each agreement year. The scope of the audit must include the Operator's compliance with the
terms of the agreement to disclose the gross sales at or from the Premises. The statement shall be
prepared according to generally accepted accounting principles and practices, showing in all
reasonable detail the amount of gross sales during the prior agreement year. The Operator also
agrees to provide at the same time as the statement regarding annual gross sales pertinent
depreciation and amortization schedules filed with the Internal Revenue Service for the prior
year.
h. Any amount due from Operator to City under this agreement which is not
paid when due shall bear interest at the maximum rate allowed by law, to be applied from the
date due until the date paid, together with a late charge of 5% of any amount due, to cover City's
extra expenses involved in collecting such delinquency; however, such interest and late charges
shall be automatically reduced by the amount necessary to cause such charges to be in
compliance with usury laws. The late charge must be paid within 30 days ofthe day the
delinquent payment was due.
6. Use of Premises. The Operator hereby covenants and agrees to make no unlawful,
improper, or offensive use ofthe Premises. Operator shall not permit any business to be operated
in or from the Premises by any concessionaire of Operator without the written consent of City.
Operator further covenants and agrees not to assign, pledge, hypothecate, or sublet this
agreement in whole or in part without the prior written consent of City. The consent of City to
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any assignment, pledging, hypothecating, or subletting shall be at City's sole discretion, and shall
not constitute a waiver of the necessity for such consent to any subsequent assignment, pledging,
hypothecating, or subletting. This paragraph shall be construed to include a prohibition against
any assignment or subletting by operation oflaw. If this agreement is assigned, or if the
Premises or any part thereof are sublet or occupied by anybody other than Operator, City may
collect fees from the assignee, subtenant or occupant, and apply the net amount collected to the
payments to be made herein by Operator, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Operator from the further performance by Operator of
covenants on the part of Operator herein contained. If at any time during the term of this
Agreement, any or all of Operator's interests are transferred by sale, assignment, bequest,
inheritance, operation of law or disposition, Operator shall notify City in writing of such transfer
and shall provide to City the name, address, financial statement and business experience resume
for the immediate preceding ten (10) years of the proposed assignee. This information shall be in
writing and shall be received by City no less than thirty (30) days prior to the effective date of
such transfer. City at its sole discretion shall have the option of accepting the proposed assignee
and can charge a reasonable fee to Operator for processing such request. Operator can request a
transfer under this provision no more than once in an agreement year unless specifically
consented to in writing by City.
7. Taxes. Operator further agrees that it will pay any state sales tax, and all other
taxes due, which may be levied upon the Premises or Operator due to the existence of this
Agreement, including but not limited to, occupational license and permits relating to the
operation of the business conducted on the Premises.
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8. Utilities. Operator acknowledges that Premises have not been designed to
accommodate separate utilities or the metering thereof, and that City is not obligated to provide
for same. Therefore, City shall provide electricity, gas, sewer, garbage disposal, air conditioning,
heat and water services ("Utilities") as more particularly described herein, for use by Operator in
the Cafe area. In addition to the above, the City shall provide, as a part of Utilities described
above: three electrical outlets in the food preparation area and three electrical outlets in the Cafe
seating area; overhead lighting in the food preparation and seating areas; plumbing "stubbed out"
in the food preparation area including % inch water lines (hot and cold), a three (3) inch sanitary
waste water line (no floor drain) and a two (2) inch vent; basic sewer service (grease trap not
included); and nearby public restroom facilities (for the non-exclusive use of Cafe patrons).
Operator agrees that the projected costs associated with the provision of Utilities by City are
uncertain due to the lack of established, related accounts. As such, Operator agrees that in lieu of
the estimated Utilities costs, Operator's payment therefore has been incorporated into the Base
Fee as described herein. City reserves the right to re-evaluate Utility costs based on actual costs
over the firs~ year of this Agreement and amend the Base Fee after one year of the term. If the
parties cannot mutually agree to an adjustment to the Base Fee or Utility costs made in
accordance with the re-evaluation of Utility costs as described above, either party reserves the
right to terminate this Agreement. Operator is required to develop an effective and continuous
Energy Management and Conservation Program for its operation throughout the term of this
Agreement.
9. Operator is not authorized to make any structural improvements or changes to the
Cafe area unless expressly agreed to in writing by City.
10. Operator will use biodegradable materials whenever feasible.t
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11. Operator will provide all equipment and merchandise necessary for the operation
of the Cafe, including the installation of a convection oven. Operator shall be responsible for the
installation of such equipment and guarantee that such equipment complies applicable code
requirements and other applicable law. In addition, the Operator will pay for all normal day-to-
day repair, maintenance, and replacement costs on its equipment.
12. Operator will be responsible for picking up and disposing of all trash, garbage,
and other debris, within the Cafe area. Operator is authorized to place trash cans in the
immediate area of the Premises, said trash cans to be maintained by the Operator.
13. Operator agrees to indemnify and hold City and its employees harmless from and
against any and all claims, demands, causes of action or lawsuits of whatever kind or character
arising directly or indirectly out of this agreement and/or performance hereof. This indemnity
clause includes, but is not limited to, claims, demands, causes of action or lawsuits for damages
or injuries to goods, wares, merchandise and property and/or for any bodily or personal injury or
loss of life in, upon or about the Premises or the surrounding premises the Operator is required to
maintain or which the Operator uses in connection with the business operated at, on or from the
Premises. All personal property, including trade fixtures in the Premises, shall be at the risk of
Operator, and City shall not be liable for any damage to such property arising from any cause
including, but not limited to, bursting, leaking or accidental operation of water or sewer pipes;
roof leaks or flooding or natural disasters. Operator agrees to investigate, handle, provide
defense for and defend any such claims, demands, causes of action or lawsuits at its sole expense
and agrees to bear all other costs and expenses related thereto, even if the claim, demand, cause
of action or lawsuit is groundless, false or fraudulent.
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14. Insurance. Operator shall furnish at its own expense and maintain during the term
of this agreement, the insurance coverages set out below:
(1) Comprehensive General Liability - Coverage must be afforded on a form
no more restrictive than the latest edition of the Comprehensive General Liability Policy
filed by the Insurance Services Offices and must include:
(a) Minimum limits of Five-Hundred Thousand dollars ($500,000)
per occurrence combined single limits for Bodily Injury Liability, Personal Injury,
and Property Damage Liability.
(b) Premises and/or operations.
(c) Independent contractors.
(d) Products and/or completed operations.
(e) Personal injury coverage with employee and contractual exclusions
removed, including coverage for liability resulting from the dispensing of
alcoholic beverages, if Operator at any time during the term of this agreement
obtains a licenseto serve any type of alcoholic beverages.
(f) The City of Clearwater, as City, shall be named as an additional
insured.
(2) Business Auto Policy - Operator hereby represents that Operator does not
have a vehicle in its company name and does not use a vehicle for business purposes,
including deliveries. Based on these representations, Operator is not required to carry a
Business Auto Policy.
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(3) Workers' Compensation - Coverage to apply for all employees for
statutory limits in compliance with the applicable State and Federal laws. In addition, the policy
must include Employers' Liability with a limit of Five-Hundred Thousand dollars ($500,000).
In addition, Operator shall provide to City the following:
(1) Additional Insured. City shall be named as additional insured on all
liability coverage.
(2) Notice of Cancellation or Restriction. All policies must be endorsed to
provide the City with not less than thirty (30) days notice of cancellation
or restrictive modifications of any insurance policy providing the coverage
required by this agreement.
(3) Certificates of Insurance/Certified Copies of Policies. The Operator shall
provide the City with a certificate or certificates of insurance showing the
existence of the coverages required by this Agreement. The Operator will
maintain the coverage throughout the term of this Agreement or any
modification thereof. When specifically requested by the City in writing,
the Operator shall provide City with certified copies of all policies of
insurance as required herein. New certificates and new certified copies of
policies, if certified copies have been requested, shall be provided to City
whenever any policy is renewed, revised, or obtained from other insurers.
(4) The address where such certificates and certified policies shall be sent or
delivered is as follows: City or Clearwater, Attention: City Clerk, P.O.
Box 4748, Clearwater, Florida 33758-4748.
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15. Destruction of Premises. If at any time during the term of this agreement, the
Premises or any part, system, or component thereof, (hereinafter, the "Demised Premises") shall
be damaged or destroyed, said Demised Premises and any additions or improvements thereto,
shall be promptly repaired or rebuilt or restored by the Operator to the condition as good as the
same was immediately prior to such damage or destruction at the Operator's risk and expense,
and in accordance with plans and specifications mutually agreed upon at the time; or if none can
be agreed upon, then in accordance with the original plans and specifications for the Premises
and any subsequent plans and specifications for any additions or improvements constructed prior
to the damage. The work of restoration or rebuilding shall be in full compliance with all laws
and regulations and government ordinances applicable thereto. The insurance proceeds shall be
paid to the City, and such proceeds will be used for the repair or restoration. Any cost of repairs
or restoration in excess of the insurance proceeds shall be borne by the Operator. Any insurance
proceeds in excess of the cost of repairs or restoration shall belong to the Operator.
During the period of such damage or destruction, whether in whole or in part, the
monthly guaranteed Base Fee shall abate for no more than 120 days or until commencement of
business, or after receipt of all building permits, whichever is sooner. City shall not
umeasonably withhold building permits necessary to repair such damage or destruction.
If the Demised Premises are totally destroyed or damaged to the extent as to
render it the Premises uninhabitable or useless for the purpose intended, during the term of this
agreement, then and in that event, the Operator may terminate this agreement as of the date of
such damage with (30) days written notice to the City. In the event of such termination the
insurance proceeds provided for under this agreement shall be paid to the City. In the event of
such destruction and except as otherwise specifically provided under this agreement, both parties
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waive any and all rights of recovery against each other for any direct or indirect loss occurring to
the Demised Premises.
16. Default. City, at its option, may exercise anyone of the remedies provided in
subsection (g) of this paragraph, except as otherwise provided herein, upon the happening of any
one or more of the following events (Events of Default):
a. Operator's default in the payment of any fee or other sums due for a period of 30
(30) days after the due date;
b. Operator's continued default with respect to any other covenant ofthis agreement
for a period of thirty (30) days after receipt of written notice of such default by Operator from
City, provided that if such default reasonably required more than thirty (30) days to cure, there
shall be no Event of Default if Operator has commenced correcting action within the thirty (30)
day period and is diligently prosecuting such action;
c. There shall be filed by or against Operator in any event pursuant to any statute
either of the United States or of any state, a petition in bankruptcy or insolvency or for
reorganization or arrangement, or for the appointment of a receiver or trustee of all or a portion
of Operator's property, or if the Operator makes an assignment by operations oflaw, or if
Operator makes application to Operator's creditors to settle or compound or extend the time for
payment of Operator's obligations, or if execution, seizure, or attachment for a period of 120
days. Failure to remove the levy, seizure or attachment within the 120 day period shall actuate
the default provided by this paragraph and the bond posted shall be forfeited.
d. Operator's vacating or abandoning the Premises;
e. Operator's understating gross sales by more than three (3) percent in sales reports
given to City.
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f. If Operator is in default of any other agreement with the City, then such default
shall be deemed a default of this Agreement and the City may pursue all available
remedies provided for herein.
g. City, at its option, may exercise anyone or more of the following remedies which
shall be cumulative.
(1) Terminate Operator's right to possession under this agreement and reenter
and take possession of the Premises. Operator shall remain liable for all fees and
additional fees due under this agreement and for all damages suffered by City because of
Operator's breach of any of the covenants of this agreement. Said damages shall include,
but not be limited to, charges for removal and storage of Operator's property, remodeling
and repairs, and legal fees. In addition to its remedies hereunder, City may accelerate all
fixed fees due under this agreement, in which event the Operator shall be liable for all
past due fees, accelerated fees and damages as described above; however with respect to
the accelerated fees, City shall receive only the present value of such accelerated fees. At
any time during repossession pursuant to this subsection, City may, by delivering written
notice to Operator, elect to exercise its option under the following subsection to accept a
surrender of the Premises, terminate and cancel this Agreement, and retake possession
and occupancy of the Premises on behalf of City.
(2) Declare this agreement to be terminated, whereupon the term hereby
granted and all right, title and interest of Operator in the Premises shall end and City may
re-enter upon and take possession of the Premises. Such termination shall be without
prejudice to City's right to collect from Operator any fees or additional fees which have
accrued prior to such termination together with all damages, including, but not limited to
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the loss of prospective percentage fees suffered by City because of Operator's breach of
any covenant under this agreement.
(3) Exercise any and all rights and privileges that City may have under the
laws of the State of Florida and/or the United States of America.
17. Modifications/Improvements. Operator shall secure prior written approval from
City for modifications or remodeling of existing facilities or for the construction of any new
facilities, such approval not to be umeasonably withheld or delayed. It is agreed that the existing
improvements, together with any improvements constructed by Operator during the term of this
agreement on the demised premises, shall become the property of the City upon the expiration of
termination ofthis agreement; provided, however, that said reference to improvements herein
contemplates improvements to the real estate which become a part of the land as distinguished
from personal property utilized by the Operator.
18. Maintenance of Premises and Improvements. As provided for in the previous
section, Operator shall not make any improvements to the Premises without the prior written
consent of the City. Operator shall, at its expense, at all times during the terms of this Agreement
keep the Premises and any improvements permitted hereunder, and facilities thereon in good
order, condition, and repair. It is specifically understood by Operator that the City has the right
to inspect the Premises and improvements at any time to ensure that the Premises and
improvements are indeed in good order, condition, and repair. Upon the termination or
expiration of this agreement, Operator shall have the privilege at his own expense of removing its
equipment, signs, insignia, and other indicia of its occupancy or use, however, Operator shall
repair any and all damages to the Premises caused by the removal by Operator of such property,
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and restore the Premises to a condition at least equal to or better than the condition of the
Premises upon delivery to the Operator at the inception of this Agreement.
19. Mechanics Lien. Operator agrees to indemnify and save harmless the City by
reason of any mechanic's lien which may be asserted as a claim against the property, and to
furnish City a good and sufficient bond signed by a reputable bonding company doing business in
Florida, which bond shall be in an amount equal to 100 percent (100%) ofthe cost of
construction of the contemplated improvements to the Premises.
20. Health/Sanitary Compliance. The Operator hereby covenants and agrees to
promptly and continuously comply with all regulations and orders of the Health Department and
health officers of the local, state, and national governments; and Operator hereby covenants and
agrees to keep, operate, and maintain the Cafe in such a manner as to preclude any warnings,
violations or notices to show cause being issued by any regulatory agency authorized to inspect
the Premises under Florida Statute 509 as it presently exists or as it may be amended. In
addition, Operator agrees to forward to City a copy of each inspection report issued in accordance
with Florida Statute 509 as it presently exists or as it may be amended within fifteen (15) days of
receiving any such reports.
21. Quiet Enioyment. City covenants and agrees that upon payment by Operator of
the fees herein provided, and upon observance and performance by Operator of all the covenants,
terms, and conditions required of the Operator by the agreement, Operator shall peaceably and
quietly hold and enjoy the Premises for the term of the agreement without hindrance or
interruption by City.
22. Notices hereunder shall be given only by registered letter and shall, unless
otherwise expressly provided, be deemed given when the letter if deposited in the mail, postage
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prepaid, addressed to the party for whom intended at such party's address first herein specified or
to such other address as may be substituted therefore by proper notice hereunder. Notice to be
provided to City and Operator as stated below:
As to City:
Library Director
City of Clearwater
100 North Osceola Avenue
Clearwater, Florida 33755
With copy to:
City Attorney's Office
City of Clearwater
Post Office Box 4748
Clearwater, Florida 34618-4748
As to Operator:
Attention:
Robert Marrotta, President
Raven of Tampa, Inc.
322 11th Avenue North
St. Petersburg, FL 33701
23. Financial Reporting! Audit. If the Certified Public Accountant providing the
annual audit required in this agreement is not an independent Certified Public Accountant,
Operator at the City's option, agrees to make all records of gross sales pertaining to this
agreement available to an independent Certified Public Accountant chosen by the City, for the
purpose of confirming the fair representation of the previously submitted audits. Any such audit
provided for in this paragraph may not go back for more than three (3) years. If an independent
Certified Public Accountant, chosen by the City, audits the business operated hereunder, and
finds that a fair representation of the gross revenues understates revenue and fees due to the City
by more than three percent (3%), the cost of the independent audit shall be borne by the
Operator; if the independent audit confirms the fair representation of the Operator or overstates
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lease revenue due to the City, the City shall pay for the audit. All sales shall be recorded on a
tape cash register and the tapes shall be maintained and available for review by an auditor as
permitted for hereunder. City shall provide reasonable notice of audit. The Operator shall
maintain an adequate set of books and records of the sale of food, beverages and other
merchandise, and his books and records must be provided to the City upon request.
24. Signage. No sign of any type will be posted, erected, hung or otherwise placed on
the exterior of the building or anywhere on the City-owned library property. No sign of any type
will be posted, erected, hung or otherwise placed in view of the general public on the interior of
the Premises, unless authorized and approved by the City. However, the Operator must provide
memo-type board or boards, as approved by the City, to be placed inside the Cafe area so that
they will be plainly visible to the public and list the food and drink items for sale with their
corresponding prices. Operator shall also place a sign inside the Cafe area so it will be plainly
visible to the public, which states that the Cafe is operated by Operator and not City.
25. Applicable Law. Operator, at Operator's own expense, must comply promptly
with all statutes, rules, regulations, ordinances, orders, and requirements of all local, state and
federal governments and their respective agencies applicable to the use and occupancy of the
Cafe by Operator. This includes mandatory compliance with minimum building, health, and
safety standards regarding the Cafe. In addition, Operator agrees to notify immediately the City's
Police Department or other appropriate authorities, at any time the Operator becomes aware of
any activity that is a violation of a law in the Cafe area.
26. Advertising. Operator shall not advertise any business not operated at, on, or
from the Premises without the prior written consent of the City.
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27. Public Area. Operator agrees that the Premises shall be utilized as a public
activity area. The City may restrict any activity, including but not limited to entertainment,
promotions, items for sale or fees by Operator on the premises that are not acceptable as
determined by the City in its sole discretion. Failure of the Operator to make any changes
required by the City will result in default and City shall be entitled to all the remedies provided
for in this Agreement.
28. Legal Fees. In the event the City retains an attorney to enforce any ofthe
provisions of this agreement or renewals of or addenda to this agreement, or to effect the
enforcement of any legal right of the City against the Operator, the Operator agrees to pay the
City all costs of said enforcement reasonably incurred, including court costs and reasonable
attorney's fees.
29. Miscellaneous.
a. Waiver. One or more waivers of any covenant or condition by the City shall
not be construed as a waiver of a subsequent breach of the same covenant or
condition and the consent or approval by the City to or of any act by the
Operator requiring City's consent or approval shall not be construed as
consent or approval to or of any subsequent similar act by the Operator.
b. Observance of Laws. Operator agrees to observe, comply with and execute
promptly at its expense during the term hereof, all laws, rules, requirements,
orders, directives, codes, ordinances, and regulations of any and all
governmental authorities or agencies, of all municipal departments, bureaus,
boards and officials, of all County, State, Federal boards or agencies, and all
insurance carriers, due to the use or occupancy of the Demised Premises. All
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additions, alterations, installations, partitions, or changes shall be in full
compliance with the aforementioned authorities.
c. Access to Premises. City shall the right to enter upon the Premises at all
reasonable hours for the purpose of inspecting or conducting tests upon the
same, or for making repairs to the demised Premises or to any property owned
or controlled by the City therein. Such repairs shall not unduly interfere with
Operator's business, except as is naturally necessitated by the nature of the
repairs being affected.
d. Relationship of Parties. Construction of Agreement. Nothing contained
herein shall be deemed or construed by the parties hereto, nor by any third
party, as creating the relationship of principal and agent or of partnership or of
joint venture between the parties hereto, it being understood and agreed that
neither the method of computation or rent, nor any relationship between the
parties hereto other than the relationship of City and Operator. Whenever
herein the singular number is used, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders, as
appropriate.
This Agreement shall be governed by the laws of the State of Florida. Any
changes in the applicable laws that govern this Agreement will necessitate a
change in terms and conditions, which may be, affected thereby, at the time
such changes may arise.
e. Surrender at End of Term: Upon expiration of the term hereof or sooner
termination of the Agreement, Operator agrees to surrender and yield
20
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possession of the demised Premises to the City, peacefully and without notice,
and in good order and condition, broom clean condition, but subject to
ordinary wear and reasonable use thereof.
f. Successors and Assigns: The covenants, provisions and agreements herein
contained shall in every case be binding upon and inure to the benefit of the
parties hereto respectively and their respective heirs executors, administrators,
successors and assigns, as applicable.
g. Hazardous Substances: Operator shall not cause or permit the presence, use,
disposal, storage, or release of any Hazardous Substances on or in the
Premises. Operator shall not do, nor allow anyone else to do, anything
affecting the Premises that is in violation of any Environmental Law.
Operator shall promptly give City written notice of any investigation,
claim, demand, lawsuit or other action by any governmental or regulatory
agency or private party involving the Premises and any Hazardous
Substance or Environmental Law of which Operator has actual
knowledge. If Operator learns or is notified by any governmental or
regulatory authority, that any removal or other remediation of any
Hazardous Substance affecting the Premises is necessary, Operator shall
promptly take all necessary remedial actions in accordance with
Environmental Law.
As used in this Paragraph 31 ,"Hazardous Substances" are those
substances defined as toxic or hazardous substances by Environmental
Law and the following substances: gasoline, kerosene, other flammable
21
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or toxic petroleum products, toxic pesticides and herbicides, volatile
solvents, materials containing asbestos or formaldehyde, and radioactive
materials. As used in this Paragraph 31, "Environmental Law" means
Federal laws and laws ofthe jurisdiction where the Premises is located
that relate to health, safety or environmental protection.
h. Entire Agreement: The Agreement as hereinabove set forth, including all
exhibits and riders, if any, incorporates all covenants, promises, agreements,
conditions and understandings between the parties, and no covenant, promises,
agreement, condition or understanding, either written or oral, not specifically
set forth herein shall be effective to alter the performance or the rights of the
parties as hereinbefore stated.
22
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IN WITNESS WHEREOF, this agreement is executed as ofthe date first above written.
Countersigned:
Brian J~O';.A.~
CITY OF CLEARWATER, FLORIDA
B~_i. ~."7L-
William B. Home, II, City Manager
~orm: est:
La1 Lipowski, Assistant City Attorney fynthi
'~a~L
Sign d, sealed and delivered i
th r e of:
Raven of Tampa, Inc.
~
b By ~
obert arotto
J./; ~ 01 Its: President
i- J~o~
23
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EXHIBIT A
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Exhibit A
Cafe (Premises) Overview
The cafe has a prominent location in the northwest comer of the first floor of
the new Main Library. Adjacent to the atrium formed by the Grand Stair,
the 1,715 square foot cafe seating area will accommodate 30 to 40
individuals seated at tables and/or benches. The west wall is a floor-to-
ceiling curtain wall of glass that extends to the third floor, with balconies
overlooking the interior cafe seating area from the second floor.
F our sets of double doors open from the cafe seating area onto a 3,143
square foot west terrace secured by a 4- foot wall, topped by a railing. The
terrace is surrounded by attractive landscaping and shaded by a majestic roof
awning. Here, cafe customers and all library visitors can enjoy the
indescribable view of Coachman Park, Clearwater Harbor and the beaches
beyond.
A 432 square foot food preparation area is located on the south end of the
cafe area, separated from seating by a doorway and the anticipated cafe
service bar.
The east side of the cafe opens onto the Library's main concourse and is
adj acent to the bookstore/gift shop that will be operated by the Friends of the
Clearwater Library. Across the main concourse from the cafe are meeting
facilities that will accommodate 290 participants. These facilities include a
conference room and a large multipurpose meeting room capable of being
divided into two distinct meeting areas. These meeting spaces, along with
the rooftop terrace and the fourth floor Special Collections area, will be
heavily used by both library and community groups. Thus, a strong
potential exists for meeting and special events catering opportunities.
The cafe is approximately 120 feet from the Popular Materials Library, the
Reader's Advisory Desk and the Circulation Desk, all located near the
Library's entrance at the SE comer of the first floor.
Total cafe sq. footage: 2,147 interior SF includes food preparation area and
cafe seating area; an additional 3,143 SF of exterior seating space exists on
the west terrace.
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EXHIBIT B
JoffreY'$H()t Coffee
Small Medium Large
Flavored or Reg:.' 1.75 1.95 2.25
Cafe Ole steamed milk &coffee 2.25 2.45 2.75
Depth Charger espresso in coffee 2.25 2.45 2.75
Espresso double shot 2.00
Americano double espresso & hot water 2.25
Machiatto dollop offoam on double espresso 2,50
Cappuccino espresso, steamed milk. foam on top 3.25 3.75 4.25
Mochaccino same as above wI cocoa 3.50 4.00 4.50
Cafe Latte steamedmilk&espresso(no-sugar) 3.25 3.75 4.25
Breve Latte wI steamed half & half 3.75 4.25 4.75
Mocha Latte cocoa, steamed milk & espresso 3.50 4.00 4.50
Vienna Latte cocoa&vanilla 3,75 4.25 4.75
Vanilla Latte 3.50 4.00 4.50
Carmanilla Latte caramel & vanilla 3,75 4.25 4.75
Caramel Latte 3.50 4.00 4.50
Nutty Irishman hazelnut&Irishcream 3,50 4.00 4.50
Strawberry Latte 3.50 4,00 4.50
Hot Chocolate includes whip cream 2.50 3.00
Chai Tea spicedorvanilla 2,50 3,00
Hot Tea flavor of your choice 1.45 1.95
*Refdl any mug (up to 16oz) 1.00
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Joffrey's Cold Drinks
Medium 160z
1.75
1.75
2.00
2,25
3.75
3.75
3.75
3.50
3.50
3.75
3,50
3.75
3.50
3.75
3.50
3.50
Iced Tea
Iced Coffee over ice
Cold Milk
Cold Chocolate Milk
Toddy Cooler slow brewed coffee & vanilla over ice
Mocha Frost blended hershey's, milk & toddy
Iced Coffee Dream blended vanilla ice cream & toddy
Iced Cafe Latte (no sugar added)
Iced Mocha Latte cocoa & milk
Iced Vienna Latte vanilla & chocolate
Iced Caramel Latte
Iced Carmanilla Latte caramel & vanilla
Iced Vanilla Latte
Iced Nutty Irishman hazelnut & Irish cream
Iced Strawberry Latte
Iced Chai Latte spiced or vanilla
Bottle Drinks
Extras
Whip Cream
Monin Syrup Shot
Add Shot Espresso
Water
Juice
Soda
2.00
2.00
1.50
.50
.50
.50
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Cookies
Bars
Biscotti
Brownies
Muffins
Danishes
Pullmans
Cheese Cake
Joffrey's Baked Goods
JofTrey's Bulk Coffee
Half Pound
6.00
7.00
6.00
Regular & Flavored
Decaf Regular & Flavored
Espresso
Stockholm
Estate Java
Ethiopia
Mocha Java
Papua New Guinea
Sumatra
Tanzanian
Zimbabwe
Kenya AA
Hawaiian Kona
Jamaican Blue Mountain
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1.55
1.55
1.55
1.80
1.80
1.80
2.00
2.00
Pound
10.00
11.00
10.00
12.00
13,00
13,00
13.00
13.00
13.00
13.00
13.00
14.00
35.00
55,00
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Joffrey's Smoothies
Wildberry Passion berry, mango & guava
Mediterranean strawberry, pineapple & oj
Curious George hersheys, banana & milk
Dream Sickle oj & cream
Peaches & Cream
Margarita no alcohol
Pina Colada
Make Your Own choose up to three flavors
ADD PROTEIN TO ANY SHAKE
Ice Cream
VanilIa
Chocolate
Pecan Praline vanilla, pecans & caramel
Moose Tracks vanilla wI chocolate peanut butter
chunks and fudge swirl
Waffle Cones extra .50
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3.50
3,50
3.50
3,50
3,50
3.50
3,50
3.50
1.00
1 scoop
1.50
1.50
1.50
1.50
2 scoop
2.00
2.00
2.00
2.00
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EXHIBIT C
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LIBRARY SYSTEM
CODE OF CONDUCT
The Clearwater Public Library System strives to provide the highest level of service to all library users. The following
rules are set in place to protect the right of library patrons to enjoy a safe environment, conducive to the use and
enjoyment of library materials and services. The United States Court of Appeals decision (Kreimer vs. Bureau of
Police for the Town of Morristown, 1992) found that a library is a "limited public forum" created for the specific
purpose of providing public access to materials. Further, the library may draft rules of behavior to assure that the
library is used for the general purposes for which it is intended.
RULES:
1. The Clearwater Public Library System shall uphold all state laws and local ordinances in
regard to public behavior.
2. Patrons shall be engaged in activities associated with the use of a public library while in the
building. Patrons not engaged in reading, studying, or using library materials shall be
required to leave the building.
3. The following list of activities not associated with the use of a public library are
specifically prohibited:
· Smoking or using tobacco products
. Sleeping
** · Eating, drinking
** · Bringing food/drink inside the library
· Bringing animals inside the library (except service animals)
· Bringing a weapon into the library unless authorized by law (a patron authorized to
carry a weapon must notify library staff that he/she is carrying a weapon in the
library)
· Using a cell phone in the library
· Bringing personal articles into the library that do not fit comfortably under a desk
chair. Items needed for library research and necessary human conveyances such as
wheelchairs and strollers are not prohibited.
· Bringing bicycles inside the library
· Skating and related activities, including scooters, inline skating, roller skating, etc.
· Abusing or vandalizing library facilities or equipment
· Rearranging/disarranging library furnishings or materials
· Damaging/mutilating/cutting pages from library materials
· Using restrooms for washing clothes or bathing
· Entering nonpublic areas such as staff work rooms, offices and storage areas
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· Petitioning, panhandling, or distributing materials within the library.
4. All personal items must remain with the owner.
5. Patrons shall respect the rights of other patrons and staff and shall not harass or annoy
, others anywhere on the premises by:
· Noisy or boisterous activities
· Prolonged staring at another person
· Following another person about the building
· Playing audio equipment so that others can hear it
· Singing or talking loudly to others or in monologues
· Behaving in a manner which reasonably can be expected to disturb other patrons or
staff
· Soliciting funds or offering any goods or services for sale (unless authorized by the
Library Director)
· Neglecting bodily hygiene so as to constitute a nuisance to others.
6. Patrons shall not interfere with another person's use of the library or with the library
personnel's performance of their duties.
7. Patrons shall wear appropriate attire, including shirt and shoes.
8. Patrons shall use the appropriately designated restroom.
9. Children under the age of seven must be accompanied by an adult.
a. Responsibility for all children using the library rests with the parent /
guardian or assigned chaperon and not with the library personnel.
b. The Youth Services area is intended for use by children and their
parents or caregivers. Adults not requiring immediate access to
children's materials shall be required to relocate to other areas of the
library.
c. Children must not be allowed to abuse computers or other
equipment.
10. Patrons shall promptly leave the building at closing time or in an emergency.
11. Any person violating any of these rules shall be required to leave the premises. A patron
who refuses to leave under these circumstances is trespassing, and staff will seek assistance
from the police, if necessary,
**Note: The prOV1S1on for disallowing eating, drinking and bringing food/drink inside
the Library is currently being reviewed and amended.
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