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Library Cafe Lease - Final CITY OF TIGARD FACILITY LEASE AMENDMENT TIGARD LIBRARY CAFÉ This Third Amendment to the Facility Lease Agreement for the Tigard Library Cafe ("Third Amendment") is made and entered into by and between the City of Tigard, an Oregon municipal corporation ("City"), and Micro Enterprise Services of Oregon ("Lessee"). RECITALS A. Lessee and City entered into a lease on February 25, 2020 for the lease of cafe space at the Tigard Public Library ("Lease"). B. The Lease had a start date of May 1, 2020 and the Parties expected Lessee would be able to take possession of the Premises on that date. C. As a result of the COVID-19 emergency, the Tigard Public Library was closed and it is unclear when it will be able to safely reopen to the public. D. In the first Amendment, the Parties amended the start date to the Lease to July 1, 2020. E. The Parties again wish to amend the start date to the Lease in the hopes that by February 1, 2021, the Tigard Public Library is again open to the public and Lessee may take possession of the Premises and serve Library patrons and members of the public at the cafe. SECOND AMENDMENT 1. Section 2 of the Lease is amended to read as follows: The term of this Lease commences on February 1, 2021 ("Commencement Date") and terminates on January 31, 2022 (the "Initial Term"), subject however to extension as hereinafter provided, and further subject to termination as hereinafter provided. To the extent Lessee is not in default, the Initial Term may be extended for one (1) additional term of 18 months. ("Extension Term"), provided that not less than ninety (90) days prior to the date of expiration of the Initial Term, Lessee provides City with written notice of its intent to begin negotiations to extend the Lease. 2. Section 3.A.b of the Lease is amended to read: For the first months of the Initial Term, rent will be paid as follows: I. For February 1, 2021 to February 28, 2021, rent will be $0. II. For March 1, 2021 to March31, 2021, rent will be $108.25. III. For April 1, 2021 to April 30, 2021, rent will be $216.50. IV. May 1, 2021 to May 31, 2021, rent will be $324.75. 3. Exhibit B, Section A of the Lease is amended to read: Beginning February 1, 2021, Lessee may access the Premises to make improvements or set up. Lessee must coordinate access with the Library Director or her designee. Once open to the public, the intent of this Lease is for Lessee to operate and manage a cafe ("Cafe") designed to enhance the Library environment and meet the desires of the community. The Cafe shall be open for business as close to the Library's open hours as possible. City will consider allowing the opening of the Cafe earlier than the Library, as well as closing prior to the Library's closing. 4. Except as expressly provided in this Amendment, the terms and conditions of the Lease remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment effective on the date executed by both Parties. CITY OF TIGARD, OREGON MICRO ENTERPRISE SERVICES OF OREGON or By: Name: Marty Wine Name: Nita M Shah Its: City Manager Its: Executive Director Date: 8/24/2020 Date: CITY OF TIGARD FACILITY LEASE AMENDMENT TIGARD LIBRARY CAFÉ This Second Amendment to the Facility Lease Agreement for the Tigard Library Cafe ("Second Amendment") is made and entered into by and between the City of Tigard, an Oregon municipal corporation ("City"), and Micro Enterprise Solutions of Oregon ("Lessee"). RECITALS A. Lessee and City entered into a lease on February 25, 2020 for the lease of cafe space at the Tigard Public Library ("Lease"). B. The Lease had a start date of May 1, 2020 and the Parties expected Lessee would be able to take possession of the Premises on that date. C. As a result of the COVID-19 emergency, the Tigard Public Library was closed and it is unclear when it will be able to safely reopen to the public. D. In the first Amendment, the Parties amended the start date to the Lease to July 1, 2020. E. The Parties again wish to amend the start date to the Lease in the hopes that by September 1, 2020, the Tigard Public Library is again open to the public and Lessee may take possession of the Premises and serve Library patrons and members of the public at the cafe. SECOND AMENDMENT 1. Section 2 of the Lease is amended to read as follows: The term of this Lease commences on July 7, 2020 ("Commencement Date") and terminates on August 31, 2020 (the "Initial Term"), subject however to extension as hereinafter provided, and further subject to termination as hereinafter provided. To the extent Lessee is not in default, the Initial Term may be extended for one (1) additional term of 18 months. ("Extension Term"), provided that not less than ninety (90) days prior to the date of expiration of the Initial Term, Lessee provides City with written notice of its intent to begin negotiations to extend the Lease. 2. Section 3.A.b of the Lease is amended to read: For the first months of the Initial Term, rent will be paid as follows: I. For July 7, 2020 to September 1, 2020, rent will be $0. II. For September 1, 2020 to September 30, 2020, rent will be $108.25. III. For October 1, 2020 to October 31, 2020, rent will be $216.50. IV. November 1, 2020 to November 30, 2020, rent will be $324.75. 3. Exhibit B, Section A of the Lease is amended to read: Beginning July 7, 2020, Lessee may access the Premises to make improvements or set up. Lessee must coordinate access with the Library Director or her designee. Unless otherwise agreed, Lessee may not begin serving customers until September 1, 2020. Once open to the public, the intent of this Lease is for Lessee to operate and manage a cafe ("Cafe") designed to enhance the Library environment and meet the desires of the community. The Cafe shall be open for business as close to the Library's open hours as possible. City will consider allowing the opening of the Cafe earlier than the Library, as well as closing prior to the Library's closing. 4. Except as expressly provided in this Amendment, the terms and conditions of the Lease remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment effective on the date executed by both Parties. CITY OF TIGARD, OREGON MICRO ENTERPRISE SERVICES OF OREGON By: By: Name: Marty Wine Name: Nita M Shah Its: City Manager Its: Executive Director Date: Date: CITY OF TIGARD FACILITY LEASE AGREEMENT TIGARD LIBRARY CAFE THIS LEASE is made and entered into this day of , 2020 ("Effective Date"),by and between the City of Tigard,an Oregon municipal corporation ("City"),and Micro Enterprise Solutions of Oregon ("Lessee"). RECITALS A. City is the owner of the real property where the Tigard Library is located, situated at 13500 SW Hall Blvd.,Tigard, OR 97223 (the "Library Property"). B. An area inside the entrance lobby area of the Tigard Library building is currently designed and constructed for use as a coffee shop and a storage closet, and is more specifically depicted on the attached and incorporated Exhibit A ("Premises"). C. City desires to lease the Premises to Lessee, and Lessee desires to Lease the Premises from City, on the terms and conditions set forth in this Facility Lease Agreement ("Lease"). NOW THEREFORE, In consideration of the mutual covenants herein, the parties agree as follows: AGREEMENT 1. PROPERTY LEASED City hereby leases the Premises to Lessee and Lessee hereby leases the Premises from the City,including all improvements located thereon, as well as the right to use the equipment and amenities listed in Sections J(1)and (2) of the Lease Details attached as Exhibit B (the "City Equipment"), and incorporated herein by this reference as a part of this Lease, on the terms and conditions set forth in this Lease. The Premises does not include the exclusive use any tables, chairs, or seating areas, although, Lessee's patrons are permitted nonexclusive use of the lobby area. As part of the consideration for this Lease, Lessee hereby agrees to bus the tables in the lobby area and clean up any spills or messes in the lobby area related to Lessee's patrons' use. 2. TERM OF LEASE The term of this Lease shall be for a period of one (1) year, commencing on May 1, 2020 ("Commencement Date"), and terminating on May 1, 2021 (the "Initial Term"), subject however to extension as hereinafter provided,and further subject to termination as hereinafter provided. To the extent Lessee is not in default, the Initial Term may be extended for one (1) additional term of 18 months. ("Extension Term"), provided that not less than ninety (90) days prior to the date of expiration of the Initial Term, Lessee provides City with written notice of its intent to begin negotiations to extend the Lease. 3. PAYMENT OF RENT All amounts payable by Lessee to City under this Lease are collectively referred to as "Rent." A. Base Rent a. Except as otherwise provided in subsection (b),Lessee agrees to pay City monthly rent for the Premises in the amount of Four Hundred Thirty-Three and 00/100 Dollars ($433.00) ("Base Rent"). b. For the first four months of the Initial Term, rent will be paid as follows: I. For the first month of the lease, rent will be $108.25 II. For the second month of the lease, rent will be $216.50 III. For the third month of the lease, rent will be $324.75 IV. For the fourth month of the lease, rent will be $433.00 c. Lessee shall pay the City rent on or before the tenth (10th) day of each month as rent of the Premises during the month of payment. d. If the parties agree on an 18-month Extension Term, after the first twelve months, the agreed upon rent for the Extension Term will increase ten percent (10%) each month for the last 6 months of the Extension Term. B. Late Payment Any and all Rent not paid when due shall accrue interest at the rate of twelve percent (12%) per annum, calculated and compounded on a daily basis, beginning on the fifteenth (15th) day of the month in which such payment is delinquent and ending on the day on which the delinquency and accrued interest are paid in full. The accruing, or paying by Lessee, of late payment interest shall not be deemed to be a substitute for prompt payment by Lessee and Lessee shall be in default upon failure of Lessee to pay Rent by the fifteenth (15th) day of each month, during the term of this Lease, as may be extended, or failure to pay any fee or other charges within ten (10) days after the same becomes due. City may exercise its termination tights provided in this Lease, if Lessee fails to pay upon ten (10) days written notice of the amount necessary to cure the default under this Section 3(B). 2020 Library Café Lease 2 I Page 4. LESSEE'S ACCEPTANCE OF LEASE Lessee accepts this Lease and agrees to pay the Rent stated herein for the full term of this Lease, under the terms written above. 5. CONDITION OF PREMISES Lessee has inspected the Premises, the improvements thereon, and the City Equipment, and acknowledges and agrees that the Premises, the improvements, and the City Equipment are in good condition and repair. Lessee takes the Premises, the improvements thereon, and the City Equipment "as is." Lessee acknowledges that no tenant improvements, replacements, or upgrades for Lessee's benefit are provided for under this Lease or shall be made to the Premises by City, unless agreed to in writing by City and Lessee. 6. USE OF PREMISES A. Lessee covenants and agrees that it will use the Premises solely for the purpose of operating and managing a cafe in accordance with the terms of this Lease, and for no other purpose without City's prior written consent, which may be withheld or granted in City's sole and absolute discretion. The parties anticipate that Lessee will, subject to City approval, sublease the Premises to a vendor (Vendor) for the operation of the cafe. The sublease between Lessee and Vendor shall incorporate the terms of this Lease. Lessee agrees to provide City with a copy of the executed sublease within seven (7) days of execution. The term of the sublease may not exceed one (1) year per vendor, unless agreed to in writing by the City. B. Lessee further covenants and agrees that it will not use or allow the use of the Premises for any purpose which, in the sole and exclusive discretion of City, constitutes a public or private nuisance,interferes with the public's use of the Tigard Library and public space inside and outside the Tigard Library building, or that interferes with Library operations. C. Lessee represents and warrants that it (or its sublessee) has obtained or will obtain all necessary licenses and permits required by the Federal government, State of Oregon, Washington County, and the City of Tigard that may be necessary for operating and managing a cafe and covenants and agrees that it shall maintain such licenses and permits during the term of the Lease. D. Lessee will not make any unlawful, improper, or offensive use of the Premises nor suffer, strip or waste thereof. Lessee will not permit anything to be done upon or about the Premises in any way tending to create a nuisance, be that at common law or by ordinance or by statute. E. The City reserves the right to monitor,inspect, and review the operation of Lessee's business at the Premises, including, without limitation, providing input into the 2020 Library Café Lease 3 Page quality of foods sold by Lessee, the prices charged by Lessee, and the quality of Lessee's employees. F. Lessee shall not allow the Premises to fall into a state of disrepair or disorder,including any disrepair that may increase the fire hazard thereon;nor install any power machinery on the Premises except under the supervision and with the prior written consent of City. Lessee shall not store gasoline or other highly combustible materials on the Premises at any time nor use the Premises in such a way or for such purposes that would make it impossible to insure the Premises against casualty, or would substantially increase the insurance rates, including, but not limited to, the fire insurance rates, over the insurance rate as of the Commencement Date; or that would prevent City from taking advantage of reduced premium rates for long-term fire insurance policies. G. Lessee shall comply, at Lessee's own expense,with all applicable laws and regulations of any municipal, county, state, federal or other public authority affecting the use of the Premises and will correct, at Lessee's own expense, any failure of compliance created through Lessee's fault or by reason of Lessee's particular use of the Premises. H.Lessee shall regularly occupy and use the Premises for the permitted use, and shall not abandon or vacate the Premises for more than ten (10) days without the prior written approval of City. 7. USE OF CITY'S NAME Lessee shall not use the City's name or any other name, logo, graphic work, artwork, or trademark used by City in connection with the Library in its advertising, social media or in any other capacity without the prior written approval from the City. 8. UTILITIES/MAINTENANCE A. Lessee covenants and agrees to make all necessary repairs for damage to existing City facilities caused by Lessee's maintenance or use of the Premises. Lessee shall also be responsible for the maintenance responsibilities detailed in the Lease Details attached hereto as Exhibit B. B. The Base Rent paid by Lessee includes all electric, water, sewerage and storm drain, and sanitary services utility fees. Lessee shall be responsible for the direct payment of any other utility fees, including, but not limited to, telephone utility fees, incurred in Lessee's use of the Premises. C. Lessee shall be responsible for regular maintenance of the Premises and for the routine bussing of the lobby area tables. 2020 Library Café Lease 4 I Page D. Lessee shall maintain all equipment located on the Premises,including, but not limited to, the City Equipment, in the same condition as it was on the Commencement Date, reasonable wear and tear excepted. If the City Equipment needs repair or replacement, Lessee shall notify City, as soon as practicable, and City shall repair or replace the City Equipment,within ten (10)business days after receiving such notice,or if the necessary repair or replacement cannot be made within such ten (10) business day period, shall begin to make such repair or replacement within such period and complete the repair or replacement within a reasonable time period. If the City determines that Lessee's misuse or negligence caused the need for the repair or replacement of City Equipment, City shall complete the repair or replacement, but shall inform Lessee of such determination and Lessee shall be required to pay City for the costs of such repair or replacement within ten (10) days after the date City sends Lessee a statement requesting payment of such costs.In no event,shall City be responsible for lost profits or other damages incurred by Lessee due to any City Equipment needing repair or replacement for any reason. 9. TAXES A. Lessee agrees to pay prior to delinquency all taxes and assessments that during the term of the Lease may become due, become a lien or that may be levied by the state, county, city, or any other tax-levying body upon the Premises. Furthermore, Lessee agrees to pay prior to delinquency all taxes and assessments on any taxable interest obtained by Lessee through this Lease or on any taxable possessory interest, which Lessee may have in or to the Premises by reason of its occupancy or use of any equipment or improvements on the Premises. Furthermore, Lessee agrees to pay prior to delinquency all taxes on all taxable property, real or personal, owned by it in or about the Premises. Upon making such payments, Lessee shall give the City a copy of the receipts and vouchers showing payment. B. Lessee understands that City property is exempt from property taxation until leased to a taxable entity. In the event that any term of the Lease extends beyond June 30 of any year, Lessee shall be responsible for payment prior to delinquency of all property taxes for the entire tax year without proration, or in the event of any change in property tax law, for any taxes due under such law. With respect to assessments for public improvements that are or may be payable in Bancroft installments,Lessee shall be required to pay only those installments that become due during the term of the Lease. 10. REPAIRS AND IMPROVEMENTS A. City shall not be required to make any repairs, alterations, additions or improvements to or upon the Premises during the term of this Lease, except those specifically provided for in this Lease. Lessee hereby agrees to maintain and keep the Premises in good order and repair during the entire term of this Lease at Lessee's 2020 Library Café Lease 5 I Page own cost and expense. Lessee further agrees it will make no alteration, addition or improvements to or upon the Premises without the prior written consent of the City. B. Lessee shall keep inconvenience to the City and its Library patrons at a minimum during periods of any permitted alterations to the Premises. C. City agrees to maintain the exterior and interior walls of the Library, HVAC system, roof, gutters, downspouts and foundations of the building and the sidewalks thereabouts. It is understood and agreed that City reserves to itself (and its successors and assigns) the right, but not the obligation, to alter, repair or improve the Premises, or to add thereto and for that purpose at any time may erect scaffolding and all other necessary structures about and upon the Premises, and City and City's representatives, contractors and their respective employees and agents for that purpose may enter in or about the Premises with such materials as may be necessary. If the repairs or improvements result in a significant, negative impact on Lessee's sales figures, the City and Lessee shall negotiate an appropriate reduction or waiver of Base Rent owed by Lessee to the City; provided, however, City shall not be liable to Lessee for lost profits or any other damages incurred by Lessee as a result of any such repairs or improvements. D. City further reserves, and at any and all times shall have, the right to enter onto the Premises to repair or maintain the Premises if Lessee fails to perform its repair and maintenance obligations as provided in this Lease within ten (10) days after City provides Lessee with written notice of the need for repair or maintenance, and to collect the costs associated with such repair or maintenance from Lessee within ten (10) days after sending Lessee a statement requesting payment of such costs. City shall not need to send notice prior to performing repair or maintenance activities if City deems, in its sole discretion, that an emergency exists requiring immediate action. E. For any damage done to the Library Property or the Premises and caused by the fault of Lessee or Lessee's representatives, employees, agents, or invitees, City shall give Lessee the option of repairing the damage or having the City repair the damage at Lessee's expense. The City shall give written notification to Lessee of any such damage requiring repair and give Lessee ten (10) days to commence repair. If within that period or such other period as may be mutually agreed upon, Lessee has not made such repairs, then, in the sole discretion of City, the repairs will be performed by the City and billed to Lessee. 11. SIGNAGE A. With the prior written approval of City, which may be granted or withheld in City's sole discretion, Lessee may erect, at its own expense, signage within the Premises or 2020 Library Café Lease 6 I Page an A-frame sign along the entrance walk to the Library from Hall Boulevard. Any such signage shall comply with all applicable laws and ordinances. City may require any outdoor signage to be removed each night and stored in the Premises. B. City reserves the right to require Lessee to post signage on the Premises informing the public that the business operated in the Premises by Lessee is a private business, not affiliated with City. 12. CITY'S RIGHT OF ENTRY It shall be lawful for agents and representatives of the City at any reasonable time to enter into or upon the Premises for the purpose of inspecting the condition and use thereof, or for any other lawful purpose. 13. GROSS REVENUE INFORMATION Lessee shall provide the City with a quarterly report for the proceeding quarter's revenue and expenses. 14.TERMINATION OF LEASE AT CITY'S DISCRETION At any time during the term of this Lease,City may,through the City Manager or designee, upon thirty (30) days' prior written notice to Lessee, terminate the Lease for any or no reason and require that Lessee vacate the Premises and return the Premises to the City in its condition on the Commencement Date, normal wear and tear excluded. This termination of Lease under this Section shall be at the sole discretion of the City. If Lessee fails to vacate the Premises by the termination date set forth in the notice, Lessee shall be considered in default and City may exercise any remedies provided to it under this Lease or under applicable law. 15. LIENS Lessee will not permit any lien of any kind, type or description to be placed or imposed upon the Premises or the building in which the Premises are situated, or any part thereof, or the real estate on which it stands. 16. OVERLOADING OF FLOORS Lessee will not overload the floors of the Premises in such a way as to cause any undue or serious stress or strain upon the Library building, and the City shall have the right, at any time, to call upon any competent engineer or architect whom the City may choose, to decide whether or not the floors of the Premises are being properly used. The decision of said engineer or architect shall be final and binding upon Lessee; and in the event that the engineer or architect decides that the stress or strain is such as to imperil the Library building in whole or in part, Lessee agrees to immediately relieve said stress or strain in a manner satisfactory to the City. 2020 Library Café Lease 7 I Page 17.NO USE OF HAZARDOUS SUBSTANCES No use, handling, storage, generation, creation, disposal, transportation, or discharge of any Hazardous Substances shall be permitted on or about the Premises by Lessee, its employees, agents, customers, or contractors. This restriction does not apply to ordinary office and janitorial supplies available over the counter for common use by members of the general public so long as such supplies are used, stored, disposed of, and transported in compliance with applicable law. As used in this Section, "Hazardous Substances" shall mean any substance, material or product defined or designated as hazardous, toxic, radioactive, dangerous or regulated wastes by any federal, state or local regulatory agency. 18. LIGHT AND AIR This Lease does not grant any rights of access to light and air over the Premises or the Tigard Library building. 19. COMMUNICATION ESCALATION CLAUSE All communications by Lessee with the City, other than official notices required by law or this Lease, bills and payments, must follow the protocol set forth in this Section. Lessee shall contact the appropriate person or department, as outlined in this Section, and follow the order of escalation protocol set forth below if the primary contact is unavailable or unresponsive after a reasonable period of time.The City shall provide Lessee,on or before the Commencement Date, a list of appropriate names and contact information for the people or departments listed in this Section, and may provide Lessee with updated information, as needed. A. Person-In-Charge — This shall be the primary contact for minor issues or daily communications on site at the Library. B. Library Director - This shall be the primary contact for Lease related issues and the second contact for Safety Issues and Minor Issues. Failure of Lessee to substantially follow the provisions of this Section shall be considered a No Cure Violation, as defined below. 20.INTERACTION WITH THE PUBLIC A. Lessee acknowledges and understands that that the Library Property and the Tigard Library, including, but not limited to, the tables and chairs in the lobby area around the Premises, are public spaces, where the public may enter and remain, pursuant to rules enacted by the City. Lessee further understands and acknowledges that no representative or agent of Lessee may approach, address, or engage with members of the public who are on the Premises, the Library Property, or in any part of the Tigard Library to: (i) discuss or make any statements relating to any individual or group's behavior, or their right to enter onto or remain in the Library Property or the Tigard Library, even if Lessee feels there are safety or rule violations occurring; (ii) ask or tell 2020 Library Café Lease 8 Page any member of the public to leave the lobby area, the Tigard Library, or the Library Property; or (iii) discuss or make any statements to any individual or group that a reasonable person would consider to be relating to race, ethnicity, national origin, gender, sexual orientation, religion, disability or socioeconomic status. B. If Lessee feels any safety or rule violation, or any other matter of concern to Lessee's safety or quiet enjoyment of the Premises is occurring, Lessee shall follow the Communication Escalation Clause set forth in Section 19. C. Failure to comply with the provisions of this Section shall be considered a No Cure Violation, as defined below, and shall be grounds for Lease termination as provided herein. 21. MONTHLY CHECK IN MEETINGS Lessee and the City's Economic Development Manager shall have monthly "check-in" meetings. Lessee and City will cooperate in determining the date, time, and manner of these meetings,but agree that they will occur no less than once per month during the term of the Lease. Lessee's failure to cooperate in setting up, or failure to attend, these meetings, unless such absence is approved by the City, shall be considered a No Cure Violation, as defined below, and shall be grounds for Lease termination as provided herein. 22.DAMAGE BY FIRE OR OTHER CASUALTY In the event of any damage to the Premises by fire or other casualty, either party hereto may terminate this Lease as of the date of said fire or casualty. 23.INDEMNIFICATION A. Lessee agrees to indemnify, defend and hold harmless the City, its City Council, officers and employees from and against all liability arising from actions, suits, claims or demands attributable to acts or omissions of Lessee or its representatives, employees, agents, or invitees during Lessee's use and/or occupancy of the Premises during the term of this Lease. B. Subject to the limitations of the Oregon Tort Claims Act, City agrees to indemnify, defend, and hold harmless Lessee from and against all liability arising from actions, suits, claims or demands attributable solely and exclusively to the negligent acts or omissions or willful misconduct of City in performance of this Lease. C. The City shall give Lessee prompt and reasonable notice of any such claims or actions known to the City, and Lessee shall have the obligation to investigate, compromise and defend same, provided such claim is not caused by the negligence or willful misconduct of the City, its employees or agents. 2020 Library Café Lease 9 I Page D. In the event that there is any bodily injury at, or property damage to, any portion of the Premises caused by Lessee or any third party, Lessee shall immediately notify the City's Risk Manager and cooperate in the City's investigation of said incident. Lessee shall make all reports or documents concerning the incident, whether in its possession or the possession of its insurance carrier, available to the City and will cooperate with the City in investigating, compromising or litigating the claim against such third parties. E. For damage done to or at the Tigard Library, the Library Property or the Premises by third parties for which Lessee is not responsible, the City shall bear the initial cost of investigating, compromising or litigating the claim, but may recover such costs if otherwise permitted by law or this Lease. 24.INSURANCE REQUIREMENT Insurance requirements set forth below do not in any way limit the amount or scope of liability of Lessee under this Lease. The amounts listed indicate only the minimum amounts of insurance coverage the City will accept to help insure full performance of all terms and conditions of this Lease. All insurance required by Lessee under this Lease shall meet the following minimum requirements: A. Certificates: Notice of Cancellation. On or before the Effective Date, Lessee shall provide the City with certificates of insurance establishing the existence of all insurance policies required under this Section. Thereafter, the City must receive notice of the expiration or renewal of any policy at least thirty (30) days prior to the expiration or cancellation of any insurance policy. No insurance policy may be canceled, revised, terminated or allowed to lapse without at least thirty (30) days prior written notice being given to the City. Insurance must be maintained without any lapse in coverage during the entire term of the Lease. Insurance canceled without City consent shall be considered a No Cure Violation, as defined below. The City shall also be given certified copies of Lessee's policies of insurance, upon request. B. Additional Insured. The City shall be named as an additional insured in each required policy and, for purposes of damage to the Premises, as a loss payee. Such insurance shall not be invalidated by any act,neglect or breach of contract by Lessee. C. Primary Coverage. The required policies shall provide that the coverage is primary, and will not seek any contribution from any insurance carried by the City. D. Company Ratings. All policies of insurance required under this Section must be written by companies having an A.M. Best rating of "A" or better, or equivalent. The City may, upon thirty (30) days written notice to Lessee, require Lessee to change any carrier whose rating drops below an A rating. 2020 Library Café Lease 10 I Page E. Required Insurance. At all times during this Lease, Lessee shall provide and maintain the following types of coverage: a. General Liability Insurance. Lessee shall maintain an occurrence form commercial general liability policy, personal injury liability, for the protection of Lessee and the City,insuring Lessee and the City against liability for damages due to personal injury, bodily injury, death, or damage to property (including the loss of use thereto and occurring on or in any way related to the Premises or occasioned by reason of the operations of Lessee). Coverage shall be in an amount of not less than Two Million and 00/100 Dollars ($2,000,000) combined single limit per occurrence for bodily injury and property damage for all coverage specified herein. b. Fire Legal Liability Insurance. The City shall insure the building space and all improvements affixed thereto considered to be part of Premises. Lessee is responsible to insure all of its own personal property, which items shall not be covered by City insurance. Furthermore,Lessee must at all times carry Fire Legal Liability insurance coverage in an amount not less than One Hundred Thousand and 00/100 Dollars ($100,000). c. Workers' Compensation Insurance. Lessee shall maintain in force Workers' Compensation insurance for all of its employees in amounts required by applicable law. F. Periodic Review. The City shall have the right to periodically review the types,limits and terms of insurance coverage. In the event the City determines in its exclusive discretion that such types, limits, and/or terms should be changed, the City will give Lessee a minimum of thirty (30) days' notice of such determination and Lessee shall modify its coverage to comply with the new insurance requirements of the City. Lessee shall also provide the City with proof of such compliance by giving the City an updated certificate of insurance within said thirty (30) days. G. Subrogation. Except as limited by this subsection, the parties hereto waive any right of action that they might have against the other for loss or damage, to the extent that such loss or damage is covered by any insurance policy or policies and to the extent that proceeds (which proceeds are free and clear of any interest of third parties) are received by the parties claiming the loss or damage. This waiver of subrogation shall not extend to any applicable deductibles under such policy or policies. 25.DELIVERING UP PREMISES ON TERMINATION A. At the expiration of the Lease term,the expiration of any applicable extension,or upon any earlier termination, Lessee will quit and deliver up the Premises to City or City's successor or assign, peaceably, quietly, and in broom-clean condition, to City in good order and condition, reasonable use and wear thereof excepted. 2020 Library Café Lease 111 Page B. Lessee must leave all the City Equipment in the Premises, upon termination, but may remove its own personal equipment. C. All partitions, plumbing, electrical wiring, additions to, or improvements upon the Premises, whether installed by Lessee or City, shall be and become a part of the Premises as soon as installed and are and remain the property of City,unless otherwise provided in writing, including in this Lease. 26.DEFAULT AND REMEDIES A. If(i) Lessee fails to pay any Rent, including Base Rent, when Rent payment is due; or (ii) Lessee fails to comply with a Lease provision that is a No Cure Violation,as defined below, or (iii) Lessee fails to perform or observe any other covenant or agreement contained in this Lease,including but not limited to payment of any financial obligation set forth in this Lease other than Rent, and such default shall continue for the period of time provided for cure in this Lease, or,if no cure time is provided, for ten (10) days or more after written notice of such failure is given to Lessee by City (or in the case of a default that cannot with due diligence be cured within such time period, if Lessee fails to commence within such time period, and thereafter fails to diligently complete, all steps necessary to remedy the default); or (iv) Lessee is declared bankrupt of insolvent according to law, or if any assignment of Lessee's property is made for the benefit of creditors; or (v) on the expiration or earlier termination of this Lease,Lessee fails to surrender possession of the Premises as required to do so by the terms of the Lease, then and in any of these events, Lessee shall be in default under the Lease, and City, immediately or at any time thereafter, without demand or notice, may exercise any one or more of the remedies set forth below, or any other remedy available under applicable laws or contained in this Lease: a. Terminate the Lease at the option of City by City giving written notice of termination to Lessee. If this Lease is terminated, Lessee's liability to City for damages shall survive such termination, and City or City's agents may re-enter and take possession of the Premises and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages and without having accepted surrender. b. Following re-entry or abandonment, City may relet the Premises and may make any suitable alterations or refurbish the Premises, or both, or change the character of the Premises,but City shall not be required to relet for any use or purpose other than specified in the Lease or which City may reasonably consider injurious to the Premises, or to any tenant City may consider reasonably objectionable. City may relet all or part of the Premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this Lease, upon any reasonable terms and conditions, including the granting of some rent-free occupancy or other rent concession. 2020 Library Café Lease 12 I Page c. Whether or not City retakes possession or relets the Premises, City shall have the right to recover from Lessee unpaid Rent and all damages caused by the default, as well as costs and expenses incurred in connection with the enforcement of this Lease, including reasonable attorney fees and court costs. Damages shall include, without limitation: (i) all rentals lost; (ii) all legal expenses and other related costs incurred by City following Lessee's default; (iii) all costs incurred by City in restoring the Premises to good order and condition or in preparing the Premises for reletting; and (iv) all costs incurred by City in reletting the Premises, including, without limitation, any brokerage commissions. d. To the extent permitted under applicable law,City may sue periodically for damages as they accrue without barring a later action for further damages. Lessee may in one action recover accrued damages plus damages attributable to the remaining Lease term equal to the difference between the Rent reserved in the Lease for the balance of the Lease term after the time of award, and the fair rental value of the Premises for the same discounted to the time of award at the rate of twelve percent (12%) per annum. If City has relet the Premises for the period which otherwise would have constituted the unexpired portion of the Lease term or any part, the amount of rent reserved upon reletting shall be deemed,prima facie, to be fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting. e. City may seize and dispose of Lessee's property on the Premises in any manner permitted by law. f. The remedies provided for in this Lease are cumulative and are not intended to be exclusive of any other remedies to which City may lawfully be entitled at any time. B. The following are considered "No Cure Violations" under this Lease: (i) failure to pay Rent as provided in Section 3 (which shall not require notice of default by City); (ii) failure to follow communication escalation protocol as set forth in Section 19; (iii) failure to comply with the interaction with public provisions of Section 20; (iv) failure to comply with the monthly check-in requirements of Section 21; and (v) failure to maintain insurance as provided in Section 24. C. Neither the termination of this Lease by forfeiture nor the taking or recovery of possession of the Premises shall deprive City of any other action, right, or remedy against Lessee for possession or damages, nor shall any omission by City to enforce any forfeiture, right or remedy to which City may be entitled be deemed a waiver by City of the right to enforce the performance of all terms and conditions of this Lease by Lessee. 2020 Library Café Lease 13 I Page 27.QUIET ENJOYMENT So long as Lessee pays all Rent when due and complies with all terms and conditions of this Lease, Lessee shall peaceably and quietly have, hold, and enjoy the Premises. This covenant shall, subject to the provisions of this Lease, be binding upon any successors- in-interest of City's interest in this Lease. 28.HOLDING OVER In the event Lessee for any reason shall hold over after the expiration of this Lease, such holding over shall not be deemed to operate as a renewal or extension of this Lease, but shall only create a tenancy from month to month at a Base Rent equal to one hundred fifty percent (150%) of the last Base Rent payable during the Lease term, which may be terminated by City at will at any time during a hold over period. 29.NOTICES All notices, bills and payments shall be made in writing and may be given by personal delivery or certified mail, return receipt requested. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices, bills, payments, and other information: CITY OF TIGARD MICRO ENTERPRISE SERVICES OF OREGON Attn: Halsted Bernard Attn: Nita Shah, Director MESO Address: 13500 SW Hall Blvd. Address: 4008 NE MLK Jr. Blvd. Tigard, Oregon 97223 Portland OR 97212 Phone: (503) 718-2501 Phone: (503) 841-3351 When so addressed, such communication shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices,bills and payments are to be given by giving written notice pursuant to this paragraph. The parties agree that this process only applies to official notices required under this Lease,bills and payments, and does not apply to the specific notice requirements of the "Communication Escalation"provisions of Section 19 of this Lease. 30.HEIRS AND ASSIGNS All rights, remedies, and liabilities herein given to or imposed upon either of the parties hereto shall extend to, inure to the benefit of and bind, as the circumstances may require, the heirs, executors, administrators, successors and, so far as this Lease is assignable by the term hereof, to the assigns of such parties. 2020 Library Café Lease 14 I Page 31.ASSIGNMENT Lessee may not assign this Lease, nor any right of use to any portion of the Premises or property to any third person by any means, without the prior written consent of City, which may be granted, conditioned or withheld in the City's exclusive discretion. Any assignment or attempted assignment without the City's prior written consent shall be void. No assignment, or sublease, or consent thereto by City, shall relieve Lessee, either wholly or partially, from its obligations under this Lease, unless agreed to in writing by City. 32.SUBORDINATION This Lease, and all rights of Lessee hereunder, are and shall be, upon the election of the holder thereof, subject and subordinate to all mortgages, trust deeds, and other financing and security instruments ("Mortgages") that may now or hereafter affect the Premises, and to all renewals, modifications, replacements, and extensions of any such Mortgages. This Section shall be self-operative, and no further instrument of subordination shall be required to effect a subordination hereunder;provided,however, that in confirmation of such subordination, Lessee shall promptly execute, acknowledge, or deliver any instrument that City or any such mortgagee may reasonably request to evidence such subordination. If Lessee fails to execute, acknowledge, or deliver any such instruments within the ten (10) days after a request therefor, City may declare an event of default hereunder. Lessee hereby irrevocably constitutes and appoints City as Lessee's attorney-in-fact, coupled with an interest, to execute and deliver any such instruments for and on behalf of Lessee, at City's sole election. 33.ESTOPPEL CERTIFICATE Lessee agrees if requested by City to promptly execute, acknowledge, and deliver to City a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is (or is not) in full force and effect as modified and stating the modifications), whether any party is in default or breach of this Lease or, with the giving of notice of lapse of time, or both, would be in default or breach of this Lease, and the date to which the basic rent and other charges would have been paid in advance, if any. 34.CONDEMNATION If the Premises or any interest therein is taken as a result of the exercise of the right of eminent domain, this Lease shall terminate as to such portion as may be taken. 35.NON-WAIVER Waiver by either party of strict performance of any provision of this Lease shall not be a waiver of or prejudice the party's right to require strict performance of the same provision in the future or of any other provision. 2020 Library Café Lease 15 I Page 36.ADHERENCE TO LAW Lessee shall adhere to all applicable federal, state and local laws, rules, regulations and ordinances, including laws governing its relationship with its employees, including but not limited to, laws, rules, regulations and policies concerning Workers' Compensation, minimum and prevailing wage requirements and occupational safety and health requirements. 37.TIME OF ESSENCE It is mutually agreed that time is of the essence in the performance of all covenants and conditions to be kept and performed under the terms of this Lease. 38.WARRANTIES/GUARANTEES Except for those warranties specifically set forth herein, the City makes no warranty, guarantee or averment of any nature whatsoever concerning the physical condition of Premises, and it is agreed that the City will not be responsible for any loss, damage or costs which may be incurred by Lessee by reason of any such physical condition. 39.HEADINGS The article and section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Lease. 40.CONSENT OF THE CITY Whenever consent approval or direction by the City is required under the terms contained herein, all such consent, approval or direction shall be received in writing from the City Manager, or designee. 41.MODIFICATION Any modification of this Lease shall be mutually agreed upon and reduced to writing, and to the extent it does not affect a major business term of the Lease, may be done for the City, by its City Manager, or designee. 42.GOOD FAITH The terms and conditions set forth in this Lease are for the benefit of both parties. In the performance of the duties and obligations set forth herein, there is an obligation and duty of reasonable diligence and good faith imposed on the parties to fulfill the terms, conditions and covenants in this Lease. 43.ATTORNEY FEES; VENUE In the event of a dispute between the parties as to the interpretation or applicability of any of the provisions of this Lease, and a suit or action is instituted in connection therewith, the prevailing party shall be entitled to recover in addition to costs and disbursements (including expert's fees and all costs associated with discovery), such sum as the court may adjudge reasonable as attorney fees, or in the event of appeal or 2020 Library Café Lease 16 I Page review, such fees as may be as allowed by the court. Washington County Circuit Court shall be the venue for an action or suit concerning the terms of this Lease. 44.APPLICABLE LAW This Lease shall be governed by and construed in accordance with the laws of the State of Oregon. 45.ENTIRE AGREEMENT It is understood and agreed that this instrument contains the entire agreement between the parties relating to the subject matter hereof. It is further understood and agreed by Lessee that the City and its agents have made no representations or promises with respect to this Lease or the making or entry into this Lease, except as expressly set forth in this Lease. 46.WARRANT OF AUTHORITY The City and Lessee warrant that all actions required to authorize entry by the parties into this Lease have been performed, and the individuals executing this Lease warrant that they have full authority to execute this Lease on behalf of the entity for whom they are acting herein. IN WITNESS WHEREOF, the parties have executed this Lease effective on the Effective Date. CITY OF TIGARD, OREGON MICRO ENTERPRISE SERVICES OF OREGON By: By: Marty Wine, City Manager Name: Tide: 2020 Library Café Lease 17 I Page EXHIBIT A DEPICTION OF PREMISES LIBRARY CAFE IS NOTED AS SPACES 110 & 114 EXHIBIT B LEASE DETAILS The scope of the required services to be performed by Lessee consist of the operation and management of a cafe located in the entrance lobby of the Tigard Public Library. Capitalized terms not defined in this "Lease Details" document shall have the definitions assigned to them in the Lease. In the event of a conflict between the terms of the Lease and this "Lease Details" document, the terms of the Lease shall control. Details on the scope of services are as follows: A. SERVICE PROGRAM Lessee shall operate and manage a cafe ("Cafe") designed to enhance the Library environment and meet the desires of the community. The Cafe shall be open for business as close to the Library's open hours as possible. City will consider allowing the opening of the Cafe earlier than the Library, as well as closing prior to the Library's closing. B. LOCATION The location of the Cafe will be in the NE corner of the Library's main entrance lobby, as further described in the Lease as the Premises depicted on Exhibit A to the Lease. C. SIZE 1. Café The size of the Cafe is approximately 190 square feet. The dimensions of the Cafe are approximately 14 feet x 16 feet - 4 inches. 2. Café Storage Area The Premises includes approximately 51 square feet of attached storage space. The dimensions of the Cafe Storage Area are approximately 6 feet x 8 feet - 6 inches with a 3-foot door. D. SEATING The City has furnished tables and chairs in the lobby for use by the general public. Cafe patrons are considered members of the general public. During the summer months, the City may provide outdoor seating that may also be used by the general public. Lessee will be responsible for bussing the lobby area and immediately cleaning up any spills or messes in the lobby. E. MENU PROFILE Lessee shall have a menu that follows the traditional coffee house menu. Menu items shall include coffee, tea and some type of food especially grab and go food items. Menu items may include, but are not necessarily limited to, the following: Espresso drinks (including decaffeinated and sugar-free options); tiP Brewed coffee (with typical condiments); 2020 Library Café Lease 19 I Page 71 Tea (including Chai); • Bubble tea; • Non-dairy alternatives (i.e. soy milk), Bottled juices (no red juices); 77, Smoothies and blended coffee drinks; • Donuts; • Fresh pastries; I Cookies; 77 Bagels; 7 Fruit; 77 Salads; • Soup; and • Panini and deli sandwiches. Absolutely no alcoholic beverage sales shall be permitted. There will be no food preparation permitted on site which may violate any food handling regulations or permits. F. RETAIL SALES Lessee will have the option of conducting retail sales if it so chooses, i.e. whole bean coffee, mugs, etc. Retail products must be located inside the Premises and must not flow outside of the Premises, including,without limitation, into the Library lobby. The City reserves the right to review and shall have final approval on any retail item prior to sale to the public. G. PRICING Lessee shall charge reasonable prices for all food and beverages. H. HOURS OF OPERATION The Library's current hours of operation are as follows: Open Close Monday 10:00 AM 8:00 PM Tuesday 10:00 AM 8:00 PM Wednesday 10:00 AM 8:00 PM Thursday 10:00 AM 8:00 PM Friday 10:00 AM 8:00 PM Saturday 10:00 AM 6:00 PM Sunday 10:00 AM 6:00 PM Unless otherwise agreed to in writing, Lessee shall operate the Cafe during Library hours; provided, however, City and Lessee may mutually agree that the Cafe will be open earlier than the Library on certain days and close before the Library on other days. 2020 Library Café Lease 20 Page If the Cafe will not operate on a normally scheduled day, Lessee shall email City Library Director as soon as practicable at halstedb@tigard-or.gov. For planned closures,Lessee shall notify City Library Director at least seven (7) days in advance of the closure. Failure to provide notice of closures or excessive closures may be grounds for Lease termination as provided herein. GENERAL CONSIDERATIONS 1. The equipment and its placement within the Premises are important visual elements of the overall design and appearance of the Cafe. Careful attention must be given to each piece of equipment and how it is viewed by the public. All equipment is subject to design review by the City. 2. All utilities, cords, and the like shall be concealed; surface mounted or exposed utilities are not permitted. 3. Structures such as sneeze guards and canopies are not permitted. 4. The City reserves the right to review and approve the name Lessee gives the Cafe prior to posting in public view. 5. The City will not be responsible for any damage, loss, or theft of property on the Premises. The City will provide a simple motion sensor on the Premises but will not provide security for the area. Lessee will be responsible for ensuring that the proper equipment and consumables are properly secured when the Cafe is not open for business. J. PROVIDED BY CITY The City shall provide the following and ensure good working order (this represents a partial list,particularly for electrical,please refer to the detailed plans for a more accurate total): 1. Café — For use by Lessee a. Coffee Cafe area measuring approximately 14 feet x 16 feet - 4 inches. b. Counter area with sinks c. Point of sale location d. Pastry display case e. 208v jbox electrical outlets f. Undercounter refrigerator g. Undercounter ice machine h. Undercounter dishwasher i. In-sink Disposer 2020 Library Café Lease 21 I Page j. Locking storage cabinets (undercounter and wall) k. Painted gypsum walls 1. Cold/Hot Water m. Drains n. Phone jack o. Lighting p. Signage and menu board areas q. Local motion sensor with local sounding alarm 2. Coffee Cafe Storage Area — for use by Lessee a. Coffee Cafe Storage Area measuring approximately 6 feet x 8 feet- 6 inches with a 3-foot door. b. 220v AC electrical outlet K. PROVIDED BY LESSEE Lessee shall provide its own countertop equipment, which may include but is not limited to: 1. Café a. Espresso machine (2, 3, or 4-group) b. Coffee brewer/maker c. Coffee grinder d. Microwave oven e. Toaster or toaster oven f. Blender g. Cash register h. Signage and menu boards i. Any other equipment not provided by the City as listed above, including installation, that is required for the successful operation of a specialty cafe. j. All consumable items, including but not limited to: cups, coffee, pastries, and other food items. All cups and lids must meet approval by the City to minimize spill damage to the Library and all materials. 2. Café Storage Area a. Shelving units b. Reach-in refrigerator 3. Any permits required to operate a cafe. 4. A City of Tigard Business License. 2020 Library Café Lease 22 I Page 5. Lessee will be required to provide all equipment not listed in this packet that is necessary to the operation of the Cafe. 0. OPERATING STANDARDS The following operating standards must be met and followed on a daily basis by Lessee and all employees at the Cafe: 1. Health Standards Lessee shall be responsible for meeting all federal, state, and local health standards that may be associated with the operation of a cafe. 2. Service Standards Lessee's service shall be timely, attentive and friendly. Service shall be conducted in a professional manner in accordance with the standards of the City and the Library and the terms of the Lease. 3. Employee Standards Lessee staff shall ensure timely, attentive, and friendly service. Beverage and food orders shall be taken in a prompt, friendly, and courteous manner. Lessee will be required to recruit, train, supervise, direct, and deploy the optimum number of employees to match the requirements of the work. Employees must be clean, neat, well-groomed, free from offensive body odor, professional, courteous and friendly. All employees working at the Cafe must possess a current Oregon Food Handler's Certificate. All employees working at the Cafe must follow the City's Drug and Alcohol Free Workplace policy. 4. Food Quality a. Lessee shall comply with all heath regulations related to the processing, preparing, serving, storing, and disposal of food items, including but not limited to: 1). Regulations for the handling of food waste; 2). Monitoring; 3). Adjusting and maintenance of temperature controls for refrigeration equipment; 4). Testing and reusing of unrefrigerated items; and 5). Items accessible to customers. 5. Delivery There will be no loading dock available on site for Lessee use. Deliveries must be carried or hand-trucked into the site, vehicles may not drive on the Library's Plaza 2020 Library Café Lease 23 I Page area. Small deliveries may be made throughout the day as needed so long as they do not interfere with Library patrons or parking lot traffic. 6. Maintenance Obligations The following maintenance obligations will be required of Lessee: a. Daily Maintenance Lessee will be responsible for keeping the Premises clean, neat, and in good working order. Lessee will also be responsible for bussing the lobby area as needed and immediately cleaning up any spills and messes in the lobby. No boxes, cartons, bags, or similar items may remain in view of public areas. b. Trash Trash shall be disposed of in the Library trash bins located at the east end of the Library. Lessee shall not carry any garbage, trash, other refuse, or recyclable material through the Library, but shall transport all such materials to the trash receptacles and recycling containers by the pathways outside of the building. Refuse that may create a hazard or which may be unsightly or objectionable shall be removed immediately by Lessee. 7. Access Lessee shall exercise extreme caution and care with respect to the handling and use of access to the Library and of any access devices (i.e. keys, security cards, etc.) provided by the City for entry to the Library. Lessee shall immediately report any lost or missing access devices to the City and will pay the City any fees requested by the City for replacement of such devices. 8. Non-Compliance Lessee's failure to comply with any of the operating standards set forth in this "Lease Details" document may result in a fine of One Hundred and No/100 Dollars ($100.00) per day if the issue is not addressed within seven (7) days of receiving a written notice from the City. If the issue continues unaddressed beyond fifteen (15) days, Lessee shall be in default under the Lease, and the City reserves the right to terminate the Lease. 2020 Library Café Lease 24 I Page